Title Benefits. (a) Should either Party or such Party’s representatives discover any Title Benefit on or before the end of the Title Examination Period, Seller shall have the right, and Buyer shall have the obligation, to notify the other Party thereof on or before the end of the Title Examination Period, which notice shall include (i) a description of the Title Benefit(s), (ii) the Asset affected (each, a “Title Benefit Property”), (iii) the Allocated Value of such Title Benefit Property, (iv) documentation sufficient to reasonably support the asserted Title Benefit, and (v) the amount by which the asserting Party reasonably believes the Allocated Value of such Title Benefit Property is increased by the alleged Title Benefit and the computations and information upon which such Party’s belief is based.
(b) With respect to each Title Benefit Property reported under Section 4.08(a) (or which should have been reported by Buyer under Section 4.08(a)), (i) if the net revenue interest or net acres, as applicable, of such Title Benefit Property is greater than the net revenue interest or net acres stated therefor on Exhibit A—Part 1 or Exhibit A—Part 2, as applicable, then the Purchase Price shall be increased by an amount equal to the product of the Allocated Value of such Title Benefit Property multiplied by a fraction, the numerator of which is the increase in actual net revenue interest or net acres, as applicable, and the denominator of which is the net revenue interest or net acres stated on Exhibit A—Part 1 or Exhibit A—Part 2, as applicable, and (ii) if the working interest of such Title Benefit Property is less than the working interest stated therefor on Exhibit A—Part 1 or Exhibit A—Part 2, as applicable (without a proportionate reduction in the corresponding net revenue interest stated on Exhibit A—Part 1 or Exhibit A—Part 2, as applicable), then the Purchase Price shall be increased by an amount mutually agreed by Seller and Buyer. The amount by which the Purchase Price is increased pursuant to the preceding sentences of this Section 4.08(b) shall be referred to herein as the “Title Benefit Amount.”
Title Benefits. (a) If a Party discovers any Title Benefit affecting the Assets, it shall promptly notify the other Party in writing thereof on or before the expiration of the Defective Interest Notice Date. Subject to Section 3.4(a), Sellers shall be entitled to an upward adjustment to the Purchase Price pursuant to Section 2.4(a)(vi) with respect to all Title Benefits, in an amount determined in accordance with Section 3.4(c). For purposes of this Agreement, the term “Title Benefit” shall mean Sellers’ Net Revenue Interest in any Asset is greater than that set forth in Schedule B or Sellers’ Working Interest in any Asset less than that set forth in Schedule B (without a corresponding decrease in the Net Revenue Interest). Any matters that may constitute Title Benefits, but of which Purchaser has not been specifically notified by Sellers in accordance with the foregoing, shall be deemed to have been waived by Sellers for all purposes.
Title Benefits. (a) Subject to Section 6.7, Seller shall be entitled to an upward adjustment to the Purchase Price with respect to all Title Benefits of which Seller provides Buyer notice (a “Title Benefit Notice”) in writing prior to the expiration of the Examination Period in an amount (the “Title Benefit Value”) mutually agreed upon by the parties determined in accordance with the criteria set forth in Section 6.4(b). Notwithstanding the foregoing, if the Title Defect Value is disputed, no upward adjustment to the Purchase Price shall be made for Title Benefits until the Title Defect Value has been determined in accordance with Section 6.5. A party identifying a Title Benefit affecting the Assets shall promptly deliver such a Title Benefit Notice to the other party in the same form and including the same information as specified in Section 6.4(a) for a Title Defect Notice. The term “Title Benefit” shall mean Seller’s Net Revenue Interest in any Well that is greater than the Net Revenue Interest set forth in Exhibit “A”, or Seller’s Working Interest in any Well that is less than the Working Interest set forth in Exhibit “A” (without a proportionate decrease in the Net Revenue Interest). A Title Benefit Value agreed to by Buyer and Seller shall offset the aggregate Title Defects Values only, and shall not be a direct increase to the Purchase Price.
Title Benefits. Seller shall have the right, but not the obligation, to deliver to Buyer on or before the expiration of the Examination Period a Notice of Title Benefits (a “Title Benefit Notice”), which shall include (i) a description of the Title Benefit, (ii) the Lease or Well affected (the “Title Benefit Property”), (iii) the Allocated Value of such Title Benefit Property, (iv) Seller’s good faith reasonable estimate of the increase in the Allocated Value for such Title Benefit Property caused by such Title Benefit, as determined pursuant to Section 3.1(h) (the “Title Benefit Amount”), and the computations and information upon which Seller’s estimate is based and (v) supporting documents reasonably necessary for Buyer (as well as any experienced title attorney or examiner hired by Xxxxx) to verify the existence of the alleged Title Benefit. No claims for Title Benefits may be submitted after the Claim Deadline, and any matters that may otherwise constitute Title Benefits, but for which Seller has not delivered a Title Benefit Notice to Buyer prior to the Claim Deadline, shall be deemed to have been waived by Seller for all purposes. Notwithstanding anything to the contrary in this Agreement, the Parties agree and acknowledge that (1) there will be no upward adjustment to the Purchase Price for any Title Benefit, and (2) Seller’s sole and exclusive remedy with respect to Title Benefits will be to offset downward Purchase Price adjustments in respect of Title Defect Amounts. For purposes of clause (2) above, to the extent there is a disagreement between Seller and Xxxxx regarding the Title Benefit Property or the Title Benefit Amount, as applicable, such dispute will be submitted to arbitration in accordance with Section 3.1(i) (mutatis mutandis).
Title Benefits. (a) Definition. As used herein, the term “Title Benefit” means any right, circumstance or condition that operates to do any of the following:
Title Benefits. (a) Should Seller discover any Title Benefit on or before the end of the Title Examination Period, Seller shall have the right to notify the Buyer on or before the end of the Title Examination Period, which notice shall include (i) a description of the Title Benefit(s), (ii) the Assets affected (each, a “Title Benefit Property”), (iii) the Allocated Value of each Title Benefit Property, (iv) documentation sufficient to reasonably support and explain the asserted Title Benefit(s) and (v) the amount by which the Seller reasonably believes the Allocated Value of each Title Benefit Property is increased by the alleged Title Benefit(s) and the computations and information upon which such Party’s belief is based.
(b) With respect to each Title Benefit Property reported under Section 4.05(a), if the net revenue interest of each Title Benefit Property is greater than the net revenue interest stated on Exhibit A – Part 2 or Exhibit E, as applicable, then the Purchase Price shall be determined as set out in Section 4.07. The amount by which the Purchase Price is increased pursuant to the preceding sentence of this Section 4.05(b) shall be referred to as the “Title Benefit Amount.” Buyer shall have no obligation to Seller with regard to any Title Benefit discovered by Xxxxx after the Title Examination Period.
Title Benefits. (a) If a Party discovers any Title Benefit affecting the Assets, it shall promptly notify the other Party in writing thereof on or before the expiration of the Defective Interest Notice Date. For purposes of this Agreement, the term “Title Benefit” shall mean Seller’s net revenue interest in any Asset is greater than Seller’s net revenue interest (indicated by the letters “NRI”) set forth in Schedule B for such Asset or Seller’s working interest in any Asset is less than Seller’s working interest (indicated by the letters “WI”) set forth in Schedule B for such Asset (without a corresponding decrease in the net revenue interest). Any matters that may otherwise constitute Title Benefits, but of which Purchaser has not been specifically notified by Seller in accordance with the foregoing, shall be deemed to have been waived by Seller for all purposes.
Title Benefits. (a) If any Party discovers any Title Benefit during the Examination Period affecting the Assets for which the Title Benefit Value is anticipated to be greater than $50,000, it shall notify the other Parties in writing thereof on or before the expiration of the Examination Period.
(b) As described in Section 3.05(d), any Title Benefit Value may be used to offset any adjustments that Buyer would otherwise be entitled to as a result of Title Defects; provided, however no Title Benefit Value may be included as an offset under Section 3.05(d) unless such Title Benefit Value is in excess of $50,000.
(c) For purposes of this Agreement, the term “Title Benefit” shall mean Sellers’ interest in any Subject Interest that is greater than that set forth in Exhibit D (including, without limitation, a Net Revenue Interest that is greater than that set forth in Exhibit D) or Sellers’ Working Interest in any Subject Interest that is less than the Working Interest set forth in Exhibit D (without a corresponding decrease in the Net Revenue Interest.
Title Benefits. (a) Subject to Section 6.7, Seller shall be entitled to an upward adjustment to the Purchase Price with respect to all Title Benefits of which Seller provides Buyer notice (a “Title Benefit Notice”) in writing prior to the expiration of the Examination Period in an amount (the “Title Benefit Value”) mutually agreed upon by the parties determined in accordance with the criteria set forth in Section 6.4(b). A party identifying a Title Benefit affecting the Assets shall promptly deliver such a Title Benefit Notice to the other party in the same form and including the same information as specified in Section 6.4(a) for a
Title Benefits. If Buyer discovers any Title Benefit on or before the expiration of the Claim Deadline, Buyer shall, as soon as practicable but in any case prior to 5:00 p.m. Central Time on the Claim Deadline, deliver a Notice to Seller, which shall include (i) a description of the Title Benefit, (ii) the Lease or Well affected (the “Title Benefit Property”), (iii) the Allocated Value of such Title Benefit Property, and (iv) Buyer’s good faith reasonable estimate of the Title Benefit Amount attributable to such individual alleged Title Benefit and the computations and information upon which Buyer’s estimate is based. Seller shall have the right, but not the obligation, to deliver to Buyer a similar Notice on or before the expiration of the Examination Period with respect to each Title Benefit discovered by Seller. With respect to each Title Benefit Property reported hereunder (or which Buyer should have reported hereunder), an amount (the “Title Benefit Amount”) equal to the increase in the Allocated Value for such Title Benefit Property caused by such Title Benefit will be determined as set forth in Section 3.1(h).
