Common use of Substitute Acreage Clause in Contracts

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: (i) if, pursuant to Section 6.3(a) of the Participation Agreement, Buyer has elected to acquire its Participating Interest Share of Option Acreage, but has not yet acquired and paid for such Participating Interest Share of Option Acreage pursuant to Section 6.3(c) of the Participation Agreement, Seller may assign to Buyer the requisite Participating Interest Share of such Option Acreage, without cost to Buyer, pursuant to the Participation Agreement, and such Option Acreage shall be deemed to be Substitute Acreage; (ii) if, pursuant to Section 6.3(a) of the Participation Agreement, Buyer has elected to acquire its Participating Interest Share of Option Acreage and has already acquired and paid for such Participating Interest Share of Option Acreage pursuant to Section 6.3(c) of the Participation Agreement, then Seller may either (A) refund to Buyer the Acquisition Costs of such Participating Interest Share, in which case such Option Acreage shall be considered Substitute Acreage, or (B) assign to Buyer a portion of Seller’s undivided interest in such Option Acreage, in which case such Option Acreage shall be considered Substitute Acreage (but in no event shall such assignment result in Buyer owning greater than an undivided forty-nine percent (49%) interest in such Option Acreage); and (iii) if Seller (or any Selling Subsidiary) acquires any Substitute Acreage of the type described in clause (b) of the definition of Substitute Acreage, then Seller may assign to Buyer up to an undivided forty percent (40%) interest in such Substitute Acreage, together with any rights Seller (or any Selling Subsidiary) may have, to the extent assignable to Buyer, under the agreement or agreements pursuant to which Seller (or any Selling Subsidiary) acquired such Substitute Acreage, in each case, without cost to Buyer. The actions taken pursuant to this Section 11.4 shall be taken so that the Net Acres and the Net Revenue Interest of, and Buyer’s undivided interest in (or, in the case of Section 11.4(a)(ii)(B), Buyer’s increase in undivided interest in) the Substitute Acreage shall be equivalent on an aggregate basis with the Net Acres and the Net Revenue Interest of, and Buyer’s Working Interest in, the acreage subject to Title Defects for which the substitution remedy under Section 11.2(d)(ii) is exercised. (b) Once the Cure Period for any Title Defect has expired, at Seller’s election, as provided in Section 11.2(d)(ii), the Substitute Acreage remedy described in this Section 11.4 may be exercised as to such Title Defect on the next succeeding Substitution Date following the expiration of the such Cure Period; provided, however, that if the next succeeding Substitution Date for such Title Defect shall occur earlier than the three (3) months anniversary of the end of the Cure Period for such Title Defect, then the remedy may be exercised as to such Title Defect on the second succeeding Substitution Date following the expiration of such Cure Period. For purposes of this Section 11.4(b), a “Substitution Date” shall mean each of the following dates: (i) the date that is the six (6) month anniversary of the Closing Date, and (ii) each date that is a six (6) month anniversary of the previous Substitution Date occurring on or prior to the six (6) month anniversary of the end of the last Cure Period.

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: (i) if, pursuant to Section 6.3(a) of the Participation Agreement, Buyer has elected to acquire its Participating Interest Share of Option Acreage, but has not yet acquired and paid for such Participating Interest Share of Option Acreage pursuant to Section 6.3(c) of the Participation Agreement, Seller may assign to Buyer the requisite Participating Interest Share of such Option Acreage, without cost to Buyer, pursuant to the Participation Agreement, and such Option Acreage shall be deemed to be Substitute Acreage; (ii) if, pursuant to Section 6.3(a) of the Participation Agreement, Buyer has elected to acquire its Participating Interest Share of Option Acreage and has already acquired and paid for such Participating Interest Share of Option Acreage pursuant to Section 6.3(c) of the Participation Agreement, then Seller may either (A) refund to Buyer the Acquisition Costs of such Participating Interest Share, in which case such Option Acreage shall be considered Substitute Acreage, or (B) assign to Buyer a portion of Seller’s undivided interest in such Option Acreage, in which case such Option Acreage shall be considered Substitute Acreage (but in no event shall such assignment result in Buyer owning greater than an undivided forty-nine percent (49%) interest in such Option Acreage); and (iii) if Seller (or any Selling Subsidiary) acquires any Substitute Acreage of the type described in clause (b) of the definition of Substitute Acreage, then Seller may assign to Buyer up to an undivided forty percent (40%) interest in such Substitute Acreage, together with any rights Seller (or any Selling Subsidiary) may have, to the extent assignable to Buyer, under the agreement or agreements pursuant to which Seller (or any Selling Subsidiary) acquired such Substitute Acreage, in each case, without cost to Buyer. The actions taken pursuant to this Section 11.4 shall be taken so that the Net Acres and the Net Revenue Interest of, and Buyer’s undivided interest in (or, in the case of Section 11.4(a)(ii)(B), Buyer’s increase in undivided interest in) the Substitute Acreage shall be equivalent on an aggregate basis with the Net Acres and the Net Revenue Interest of, and Buyer’s Working Interest in, the acreage subject to Title Defects for which the substitution remedy under Section 11.2(d)(ii) is exercised. (b) Once the Cure Period for any Title Defect has expired, at Seller’s election, as provided in Section 11.2(d)(ii), the Substitute Acreage remedy described in this Section 11.4 may be exercised as to such Title Defect on the next succeeding Substitution Date following the expiration of the such Cure Period; provided, however, that if the next succeeding Substitution Date for such Title Defect shall occur earlier than the three (3) months anniversary of the end of the Cure Period for such Title Defect, then the remedy may be exercised as to such Title Defect on the second succeeding Substitution Date following the expiration of such Cure Period. For purposes of this Section 11.4(b), a “Substitution Date” shall mean each of the following dates: (i) the date that is the six (6) month anniversary of the Closing Date, and (ii) each date that is a six (6) month anniversary of the previous Substitution Date occurring on or prior to the six (6) month anniversary of the end of the last Cure Period.three

Substitute Acreage. (a) In the event that Seller exercises its right under Section 11.2(d)(ii)an undisputed or unresolved Title Defect affects a Non-HBP Leasehold, such Seller may take cure such Title Defect before Closing or assign to Purchaser, comparable working interest in any one or more of other Oil, Gas, and other Hydrocarbon interests that such Seller may own in the following actions lands located within the governmental sections described in order Exhibit A-3, provided that if such Seller does not own additional interests in said governmental sections to replace equal the Non-HBP Leasehold acreage subject to Title Defects with Substitute Acreage: 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) if, pursuant to Section 6.3(a) of the Participation Agreement, Buyer has elected to acquire its Participating Interest Share of Option Acreage, but has not yet acquired affected by a Title Defect and paid for such Participating Interest Share of Option Acreage pursuant to Section 6.3(c) of the Participation Agreement, Seller may assign to Buyer the requisite Participating Interest Share of such Option Acreage, without cost to Buyer, pursuant to the Participation Agreement, and such Option Acreage shall be deemed to be Substitute Acreage; (ii) ifis located in Cleveland, pursuant 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 6.3(a4.2(b) of for the Participation Agreement, Buyer has elected to acquire its Participating Interest Share of Option Acreage and has already acquired and paid for such Participating Interest Share of Option Acreage pursuant to Section 6.3(c) of affected acreage until the Participation Agreement, then Seller may either (A) refund to Buyer the Acquisition Costs end of such Participating Interest Share, in which case 90-day period. If such Option Acreage shall be considered Substitute Acreage, or (B) assign to Buyer a portion of Seller’s undivided interest in such Option Acreage, in which case such Option Acreage shall be considered Substitute Acreage (but in no event shall such assignment result in Buyer owning greater than an undivided forty-nine percent (49%) interest in such Option Acreage); and (iii) if Seller (or any Selling Subsidiary) acquires any Substitute Acreage of the type described in clause (b) of the definition of Substitute Acreage, then Seller may assign to Buyer up to an undivided forty percent (40%) interest in such Substitute Acreage, together with any rights Seller (or any Selling Subsidiary) may have, to the extent assignable to Buyer, under the agreement or agreements pursuant to which Seller (or any Selling Subsidiary) acquired such Substitute Acreage, in each case, without cost to Buyer. The actions taken pursuant to this Section 11.4 shall be taken so that the Net Acres and the Net Revenue Interest of, and Buyer’s undivided interest in (orelection is made by Purchaser, in the case of Section 11.4(a)(ii)(B), Buyer’s increase in undivided interest in) event that the Substitute Acreage shall be equivalent on an aggregate basis with the Net Acres and the Net Revenue Interest of, and Buyer’s Working Interest in, the acreage subject to Title Defects for which the substitution remedy under Section 11.2(d)(ii) is exercised. (b) Once the Cure Period for any Title Defect has expired, at Seller’s election, as provided in Section 11.2(d)(ii)been cured or waived during such 90-day period, the Substitute Acreage remedy described in this Section 11.4 may be exercised as to such Mineral Interest which was affected by the Title Defect on the next succeeding Substitution Date following the expiration of the such Cure Periodshall be assigned to Purchaser; provided, however, that if the next succeeding Substitution Date for such Title Defect is not cured or waived by the end of such 90-day period, the Purchaser shall occur earlier than select and be assigned substitution acreage in the three (3) months anniversary of same manner as provided above. If the Purchaser does elect to wait until the end of the Cure Period for such Title Defect, then the remedy may be exercised as 90-day cure period to such Title Defect on the second succeeding Substitution Date following the expiration of such Cure Period. For purposes of this Section 11.4(b), a “Substitution Date” shall mean each of the following dates: (i) the date that is the six (6) month anniversary of the Closing Date, and (ii) each date that is a six (6) month anniversary of the previous Substitution Date occurring on or prior receive substitute acreage pursuant to the six foregoing option, the affected Mineral Interest shall not be included in the Conveyances delivered at Closing and the Purchase Price will not be adjusted since the affected acreage will either be subsequently conveyed to Purchaser (6if cured) month anniversary of the end of the last Cure Periodor substituted for (if not cured).