Substitute Acreage. (a) In the event that Seller exercises its right under Section 11.2(d)(ii), Seller may take any one or more of the following actions in order to replace acreage subject to Title Defects with Substitute Acreage:
Substitute Acreage. In the event that an undisputed or unresolved Title Defect affects a Non-HBP Leasehold, such Seller may cure such Title Defect before Closing or assign to Purchaser, comparable working interest in any other Oil, Gas, and other Hydrocarbon interests that such Seller may own in the lands located within the governmental sections described in Exhibit A-3, provided that if such Seller does not own additional interests in said governmental sections to equal the Non-HBP Leasehold acreage subject to Title Defects, any such additional acreage may be assigned by such Seller out of its interest in those governmental sections described on Schedule 4.2(b), provided further that the interest assigned is (i) not affected by a Title Defect and (ii) is located in Cleveland, MxXxxxx or Potawatomie counties. Such substituted acreage shall (i) be selected by Purchaser, at Purchasers sole option and in its sole discretion from the governmental sections listed on Schedule 4.2(b) in the order in which such sections are listed on said Schedule 4.2(b), exhausting the qualified substitution acreage in the first governmental section listed before selecting from the second governmental section listed and continuing in such manner through said list of governmental sections, and (ii) replace in full any Mineral Interests affected by an undisputed or unresolved Title Defect described in a Title Defect Notice, and Exhibit A-3 will be updated to reflect such substitution. If the acreage substitution results in a Non-HBP Leasehold that is more than or less than the Non-HBP Acreage, the Purchase Price shall be adjusted upward or downward, as applicable, by an 9 amount equal to $300 per acre (the “Substitute Acreage Adjustment”). If the Parties each believe that a Title Defect which affects a Non-HBP Leasehold interest could be cured within 90 days following Closing, Purchaser may elect, prior to Closing, at its option, to withhold the substitution of other acreage under this Section 4.2(b) for the affected acreage until the end of such 90-day period. If such an election is made by Purchaser, in the event that the Title Defect has been cured or waived during such 90-day period, the Mineral Interest which was affected by the Title Defect shall be assigned to Purchaser; provided, however, that if the Title Defect is not cured or waived by the end of such 90-day period, the Purchaser shall select and be assigned substitution acreage in the same manner as provided above. If the Purchaser does el...
