Common use of Title Benefits Clause in Contracts

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. Seller will have the right to assert rights, circumstances or conditions that operate to (i) increase the Net Revenue Interest of Seller in any Lease, Well, or Unit above that shown in Exhibit A or Exhibit B, respectively, to the extent the same does not cause a greater than proportionate increase in Seller’s Working Interest therein above that shown in Exhibit A or Exhibit B respectively, (ii) decrease the Working Interest of Seller in any Lease, Well, or Unit below that shown in Exhibit A or Exhibit B, respectively, to the extent that such decrease in Seller’s Working Interest does not cause a decrease in Seller’s Net Revenue Interest therein below that shown in Exhibit A or Exhibit B, respectively, or (iii) increase the Net Acres of Seller covered by a Lease (other than due to an increase in Seller’s Working Interest that is not accompanied by a proportionate increase in Seller’s Net Revenue Interest) above that shown in Exhibit A (each, a “Title Benefit”). Title Benefits may be asserted hereunder for the purposes of offsetting (x) any Defect Amounts used to determine the Title Defect Adjustment Amount pursuant to Section 6.4(d) and (y) Defect Amounts used to determine whether the closing condition in Section 7.2(e) has been satisfied. To assert a Title Benefit, Seller must deliver a claim notice to Purchaser (a “Title Benefit Notice”) promptly after the discovery thereof, but in no event later than Claim Date. Each Title Benefit Notice shall be in writing and include (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 alleged Title Benefit(s)Benefit that is reasonably sufficient for Purchaser to determine the basis of the alleged Title Benefit, (iib) the Asset affected by the Title Benefit (each, a “Title Benefit Property”), (iiic) all documents upon that Seller relies for its assertion of a Title Benefit, including supporting documents reasonably necessary for Purchaser to verify the Allocated Value existence of such Title Benefit Property, (iv) documentation sufficient to reasonably support the asserted Title Benefit, and (vd) the amount by which the asserting Party Seller reasonably believes the Allocated Value value of such each Title Benefit Property is increased by the alleged Title Benefit (the “Title Benefit Amount”) and the computations and information upon which such PartySeller’s belief calculation is based. (b) With . The Title Benefit Amount resulting from a Title Benefit shall be determined in accordance with the same methodology, terms and conditions for determining the Defect Amount with respect to each a 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 AmountDefect.”

Title Benefits. (a) Should either Party or such Party’s representatives discover any Title Benefit on or before the end of the Title Examination PeriodPeriod that would have a Title Benefit Amount greater than $25,000, 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 Lease and/or Tract(s) affected (each, a each “Title Benefit Property”), (iii) the Allocated Value of such each Title Benefit Property, (iv) documentation sufficient to reasonably support the asserted Title BenefitBenefit(s), and (v) the amount by which the asserting Party reasonably believes the Allocated Value of such each Title Benefit Property is increased by the alleged Title Benefit 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 4.08(a4.05(a) (or for which should have been reported by Buyer under Section 4.08(a))the Title Benefit Amount is greater than $25,000, (i) if the net revenue interest or net acres, as applicable, of such the Title Benefit Property is greater than the net revenue interest or net acres stated therefor on Exhibit A—C - Part 1 or Exhibit A—Part 2, as applicable1, then the Purchase Price shall be increased by an amount equal to the product of the Allocated Value of such the Title Benefit Property multiplied by a fraction, the numerator of which is the increase in actual net revenue interest or net acres, as applicable, increase and the denominator of which is the net revenue interest or net acres stated on Exhibit A—C – Part 1 or Exhibit A—Part 2, as applicable1, and (iiiii) if the working net revenue interest of such the Title Benefit Property is less than the working interest stated therefor on Exhibit A—Part 1 or Exhibit A—Part 2, same as applicable (without a proportionate reduction in the corresponding net revenue interest stated on Exhibit A—C – Part 1 or Exhibit A—Part 2, as applicable)1, then the Purchase Price shall be increased adjusted upward by an amount mutually agreed by Seller and Buyer. The amount by which the Purchase Price is increased pursuant to the preceding sentences sentence of this Section 4.08(b4.05(b) shall be referred to herein as the “Title Benefit Amount.” (c) Notwithstanding the foregoing, New Leases will not be treated as a Title Benefit hereunder, but will be addressed exclusively pursuant to Section 4.13.

Title Benefits. (a) Should either any Party or such Party’s representatives discover any Title Benefit on or before the end of the Title Examination PeriodPeriod that would have a Title Benefit Amount greater than $50,000 in the aggregate, each Seller shall have the right, and Buyer shall have the obligation, to notify Buyer or the other Party Seller Representative, as applicable, 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 Assets affected (each, a each “Title Benefit Property”), (iii) the Allocated Value of such each Title Benefit Property, (iv) documentation sufficient to reasonably support the asserted Title BenefitBenefit(s), and (v) the amount by which the asserting Party reasonably believes the Allocated Value of such each Title Benefit Property is increased by the alleged Title Benefit 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 4.08(a4.06(a) (or for which should have been reported by Buyer under Section 4.08(a)), (i) the Title Benefit Amount is greater than $50,000 in the aggregate if the net revenue interest or net acres, as applicable, of such the 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 applicableC for Sellers and the working interest of the Title Benefit Property is not increased on a proportional basis more than the proportional increase in net revenue interest, then the Purchase Price shall be increased by an amount equal to the product of the Allocated Value of such the Title Benefit Property multiplied by a fraction, the numerator of which is the increase in actual net revenue interest or net acres, as applicable, increase of Sellers 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 C for Sellers will be used solely to offset against any 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 Defect Amounts that result in the corresponding net revenue interest stated on Exhibit A—Part 1 or Exhibit A—Part 2, as applicable), then downward adjustments to the Purchase Price pursuant to Section 3.04(a)(iii). All other Title Benefit Amounts shall be increased by an amount mutually agreed by Seller and Buyerdetermined using the same considerations set forth in Section 4.08(a)(iv) for Title Defect Amounts. The amount by which the Purchase Price is increased pursuant to the preceding sentences sentence of this Section 4.08(b4.06(b) on account of a Title Benefit shall be referred to herein as the “Title Benefit Amount.”

Title Benefits. Seller will have the right to assert rights, circumstances or conditions that operate to (i) increase the Net Revenue Interest of Seller in any Lease, Well, or Unit above that shown in Exhibit A or Exhibit B, respectively, to the extent the same does not cause a greater than proportionate increase in Seller’s Working Interest therein above that shown in Exhibit A or Exhibit B respectively, (ii) decrease the Working Interest of Seller in any Lease, Well, or Unit below that shown in Exhibit A or Exhibit B, respectively, to the extent that such decrease in Seller’s Working Interest does not cause a decrease in Seller’s Net Revenue Interest therein below that shown in Exhibit A or Exhibit B, respectively, or (iii) increase the Net Acres of Seller covered by a Lease (other than due to an increase in Seller’s Working Interest that is not accompanied by a proportionate increase in Seller’s Net Revenue Interest) above that shown in Exhibit A (each, a “Title Benefit”). Title Benefits may be asserted hereunder for the purposes of offsetting (x) any Defect Amounts used to determine the Title Defect Adjustment Amount pursuant to Section 6.4(d) and (y) Defect Amounts used to determine whether the closing condition in Section 7.2(e) has been satisfied. To assert a Title Benefit, Seller must deliver a claim notice to Purchaser (a “Title Benefit Notice”) promptly after the discovery thereof, but in no event later than Claim Date. Each Title Benefit Notice shall be in writing and include (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 alleged Title Benefit(s)Benefit that is reasonably sufficient for Purchaser to determine the basis of the alleged Title Benefit, (iib) the Asset affected by the Title Benefit (each, a “Title Benefit Property”), (iiic) all documents upon which Seller relies for its assertion of a Title Benefit, including supporting documents reasonably necessary for Purchaser to verify the Allocated Value existence of such Title Benefit Property, (iv) documentation sufficient to reasonably support the asserted Title Benefit, and (vd) the amount by which the asserting Party Seller reasonably believes the Allocated Value value of such each Title Benefit Property is increased by the alleged Title Benefit (the “Title Benefit Amount”) and the computations and information upon which such PartySeller’s belief calculation is based. (b) With . The Title Benefit Amount resulting from a Title Benefit shall be determined in accordance with the same methodology, terms and conditions for determining the Defect Amount with respect to each a 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 AmountDefect.”

Title Benefits. (a) Should either Party or such Party’s representatives any Seller discover any Title Benefit on or before the end of the Claim Date or Option Claim Date, as applicable, that would have a Title Examination PeriodBenefit Amount greater than 0.01471% of the aggregate of the Initial Purchase Price and the Option Purchase Price, such Seller shall have the right, and Buyer shall have the obligation, right to notify the other Party thereof Parties on or before the end of the Title Examination PeriodClaim Date or Option Claim Date, as applicable, which notice shall include (i) a description of the Title Benefit(s), (ii) the Asset Assets affected (each, a each “Title Benefit Property”), (iii) the Allocated Value of such each Title Benefit Property, (iv) documentation sufficient to reasonably support the asserted Title BenefitBenefit(s), and (v) the amount by which the asserting Party reasonably believes the Allocated Value of such each Title Benefit Property for each Seller is increased by the alleged Title Benefit 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 4.08(a4.04(a) (or for which should have been reported by Buyer under Section 4.08(a))the Title Benefit Amount is greater than 0.01471% of the aggregate of the Initial Purchase Price and Option Purchase Price, (i) if the net revenue interest Net Revenue Interest of the Title Benefit Property for a Seller is greater than the Net Revenue Interest stated on Exhibit C-1 or net acresExhibit C-2, as applicable, of for 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 applicableSeller, then the sum of all Title Benefits for such Seller shall be offset against the Title Defect Amounts pertaining to such Seller. If the sum of all Title Benefits for such Seller exceeds the Title Defect Amounts pertaining to such Seller, the Option Purchase Price payable to such Seller shall be increased by an amount equal to the product of the Allocated Value of such the Title Benefit Property for such Seller multiplied by a fraction, the numerator of which is the actual Net Revenue Interest increase in actual net revenue interest or net acres, as applicable, and the denominator of which is the net revenue interest or net acres Net Revenue Interest stated on Exhibit A—Part 1 C-1 or Exhibit A—Part 2C-2, as applicable, and (ii) if the working interest of for 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 BuyerSeller. The amount by which the Option Purchase Price is increased for a Seller pursuant to the preceding sentences sentence of this Section 4.08(b4.04(b) on account of a Title Benefit shall be referred to herein as the “Title Benefit Amount.”” Notwithstanding the foregoing, in no event shall there be any adjustment to the Option Purchase Price for any Title Benefit unless the sum of all Title Benefit Amounts exceeds the Defect Deductible; provided, however, that in the event that a Title Benefit with respect to a Seller is attributable to a mistake or scrivenor’s error in preparing Exhibit C-1 or Exhibit C-2, as applicable, 100% of the Title Benefit Amount attributable thereto shall be treated as an upward adjustment to the Option Purchase Price for such Seller, without regard to the threshold set forth in the first sentence of this Section 4.04(b) or the Defect Deductible.

Title Benefits. (ai) Should either Party or such Party’s representatives discover any Title Benefit on or before the end of the Title Examination Period, Seller Tema shall have the right, and Buyer shall have but not the obligation, to notify deliver to KLRE written notice meeting the other Party thereof on requirements of this Section 2.5(f) (each, a “Benefit Notice”) with respect to each Title Benefit discovered by Tema as soon as reasonably practicable after identifying such Title Benefit but in any event at or before the end Defect Deadline. KLRE shall promptly notify Tema in writing of each Title Benefit that KLRE discovers before the Defect Deadline. To be effective, each Benefit Notice shall include, as to each Title Examination Period, which notice shall include Benefit alleged therein: (iA) a description of the alleged Title Benefit(s), Benefit that is reasonably sufficient for KLRE to determine or investigate the basis of the alleged Title Benefit; (iiB) the Asset affected Oil and Gas Property subject to such Title Benefit; (each, a “Title Benefit Property”), (iiiC) the Allocated Value of such Title Benefit Property, (iv) documentation sufficient the Oil and Gas Property subject to reasonably support the asserted alleged Title Benefit, and ; (vD) Tema’s good faith reasonable estimate of the amount by which the asserting Party reasonably believes the Allocated Value of Benefit Amount attributable to such Title Benefit Property is increased by the alleged Title Benefit and the computations and information upon which such PartyTema’s belief estimate is based; and (E) to the extent available, all documents and information reasonably necessary for KLRE (as well as any title attorney, examiner or environmental consultant hired by KLRE) to verify, investigate or be put on notice as to the existence of the alleged Title Benefit. (bii) With respect to each a particular Title Benefit, the amount by which the Allocated Value of the Subject Formation of the Oil and Gas Property affected by such Title Benefit Property reported under Section 4.08(a) (or which should have been reported by Buyer under Section 4.08(a)), (i) if is increased as a result of the net revenue interest or net acres, as applicable, existence of such Title Benefit Property is greater than (the net revenue interest “Benefit Amount”) shall be determined in accordance with the following methodology, terms and conditions: (A) if KLRE and Tema agree on the Benefit Amount, then that amount shall be the Benefit Amount; (B) if a Title Benefit as to any Well or net acres Future Well represents a positive discrepancy between (1) the actual Net Revenue Interest of Tema or the Company for such Well or Future Well (with respect to the Subject Formation set forth for such Well or Future Well) and (2) the “Net Revenue Interest” percentage stated therefor on Exhibit A—Part 1 F-2 for such Well or Exhibit A—Part 2F-3 for such Future Well, as applicableapplicable (with respect to the Subject Formation set forth for such Well or Future Well), then the Purchase Price Benefit Amount for such Title Benefit shall be increased by an amount equal to the product of (x) the Allocated Value of the affected Subject Formation of such Title Benefit Property Well or Future Well multiplied by (y) a fraction, the numerator of which is (I) the increase in remainder of the actual net revenue interest Net Revenue Interest of Tema or net acresthe Company for such Well or Future Well minus the “Net Revenue Interest” percentage stated on Exhibit F-2 for such Well or Exhibit F-3 for such Future Well, as applicable, and the denominator of which is (II) the net revenue interest or net acres “Net Revenue Interest” percentage stated on Exhibit A—Part 1 F-2 for such Well or Exhibit A—Part 2F-3 for such Future Well, as applicable, and (ii) ; provided that if the working interest of such Title Benefit Property is less than does not affect 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 “Net Revenue Interest” percentage stated on Exhibit A—Part 1 F-2 for such Well or Exhibit A—Part F-3 for such Future Well throughout its entire productive life, the Benefit Amount determined under this Section 2.5(f)(ii)B) shall be adjusted to take into account the applicable time period only; (C) if a Title Benefit as to any Undeveloped Lease represents a positive discrepancy between (1) the actual Net Revenue Interest of Tema or the Company for such Undeveloped Lease (with respect to the Subject Formation set forth for such Undeveloped Lease) and (2, as applicable) the “Net Revenue Interest” percentage stated on Exhibit F-1 for such Undeveloped Lease (with respect to the Subject Formation set forth for such Undeveloped Lease), then the Purchase Price Benefit Amount for such Title Benefit shall be increased by an amount mutually agreed by Seller and Buyer. The amount by which the Purchase Price is increased pursuant equal to the preceding sentences product of (x) the Allocated Value of the affected Subject Formation of such Undeveloped Lease multiplied by (y) a fraction, the numerator of which is (I) the remainder of the actual Net Revenue Interest of Tema or the Company for such Undeveloped Lease minus the “Net Revenue Interest” stated in Exhibit F-1 for such Undeveloped Lease, and the denominator of which is (II) the “Net Revenue Interest” stated in Exhibit F-1 for such Undeveloped Lease; provided that if the Title Benefit does not affect the “Net Revenue Interest” percentage stated on Exhibit F-1 for such Undeveloped Lease throughout its entire productive life, the Benefit Amount determined under this Section 4.08(b2.5(f)(ii)(C) shall be referred adjusted to herein as take into account the “applicable time period only; and (D) if a Title Benefit Amountconstitutes an increase in the number of Net Mineral Acres as to any Undeveloped Lease (or portion thereof) (with respect to the Subject Formation set forth for such Undeveloped Lease), then the Benefit Amount for such Title Benefit shall be equal to the product of (1) the Net Mineral Acre Price thereof, multiplied by (2) the remainder of (x) the actual number of Net Mineral Acres included in such Undeveloped Lease after giving effect to such Title Benefit minus (y) the number of Net Mineral Acres purported to be included in such Undeveloped Lease as set forth on Exhibit F-1.”

Title Benefits. (a) Should either Party a Company Entity (or such Party’s representatives its representatives) discover any Title Benefit on or before the end of the Title Examination Period, Seller the Company Entities shall have the right, and Buyer shall have the obligation, right to notify the other Party thereof Partnership 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 Asset(s) affected (each, a “Title Benefit Property”), (iii) the Allocated Value of such Title Benefit Property, and (iv) documentation sufficient to reasonably support the asserted Title Benefit, and (v) the amount by which the asserting Party Company Entities reasonably believes believe 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 basedBenefit. (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))Property, (i) if the net revenue interest or net acres, as applicable, Net Revenue Interest of the Identified Zone of such Title Benefit Property is greater than the net revenue interest or net acres Net Revenue Interest stated therefor on Exhibit A—Part 1 or Exhibit A—Part 2, as applicable, then any reduction in the Purchase Price Contribution Consideration on account of Title Defects shall be increased offset by an amount equal to the product of the Adjusted Allocated Value of such Title Benefit Property multiplied by a fraction, the numerator of which is the actual Net Revenue Interest increase in actual net revenue interest or net acres, as applicable, and the denominator of which is the net revenue interest or net acres Net Revenue Interest stated on Exhibit A—Part 1 or Exhibit A—Part 2, as applicable, and (ii) if the working interest Working Interest of the Identified Zone of such Title Benefit Property is less than the working interest Working Interest stated therefor on Exhibit A—Part 1 or Exhibit A—Part 2, as applicable 2 (without a proportionate reduction in the corresponding net revenue interest Net Revenue Interest stated on Exhibit A—Part 1 or Exhibit A—Part 2, as applicable), then any reduction in the Purchase Price Contribution Consideration on account of Title Defects shall be increased offset by an amount mutually agreed by Seller the Company Entities and Buyerthe Partnership, and (iii) if the Net Acres of the Identified Zone of such Title Benefit Property is greater than the Net Acres stated therefor on Exhibit A—Part 1-2, then any reduction in the Contribution Consideration on account of Title Defects shall be offset by an amount equal to the product of the Adjusted Allocated Value of such Title Benefit Property multiplied by a fraction, the numerator of which is the additional Net Acres and the denominator of which is the Net Acres stated on Exhibit A—Part 1-2. The amount by which any reduction in the Purchase Price is increased Contribution Consideration on account of Title Defects may be offset pursuant to the preceding sentences of this Section 4.08(b) shall be referred to herein as the “Title Benefit Amount.”” It is understood that the Title Benefit Amount shall only serve to offset reductions in the Contribution Consideration on account of Title Defects and will not be used for any other adjustment related to the Contribution Consideration.

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 such Party 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 Listed Interest or portion thereof affected thereby (each, a “Title Benefit Property”), (iii) the Defect Process 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 Defect Process 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. Any matters that may otherwise constitute Title Benefits but that are not specifically disclosed pursuant to this Section 4.08 and delivered prior to the expiration of the Examination Period shall be deemed to have been waived by Seller, on behalf of itself and its successors and assigns, for all purposes. (b) With respect to each Title Benefit Property reported under Section 4.08(a) and subject to the Defect Threshold (or which should have been reported by Buyer under Section 4.08(a)), (iapplied mutatis mutandis) if the net revenue interest or net acres, as applicable, Boaz Effective NRI of such Title Benefit Property is greater than the net revenue interest or net acres Boaz Effective NRI stated therefor on Exhibit A—Part 1 or Exhibit A—Part 2, as applicableB, then the Purchase Price shall be increased by an amount equal to the product of the Defect Process 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 applicableaggregate and effective Net Revenue Interest (calculated using the same criteria and factors used in calculating the Boaz Effective NRI for such Listed Interest), and the denominator of which is the net revenue interest or net acres Boaz Effective NRI 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. B. 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.”” Notwithstanding anything herein to the contrary, the application of Title Benefit Amounts shall not result in an increase to the Purchase Price and shall only apply to offset any Title Defect Amounts.

Title Benefits. (ai) Should either Party or such Party’s representatives discover any Title Benefit on or before the end of the Title Examination PeriodDefect Deadline, Seller shall have the right, and Buyer shall have the obligationobligation upon its actual knowledge, to notify the other Party thereof on or before the end of the Title Examination Period, which Defect Deadline. Seller’s notice shall include (iA) a description of the Title Benefit(s), (iiB) the Asset affected (each, a “Title Benefit Property”), (iiiC) the Allocated Value of such Title Benefit Property, (ivD) documentation sufficient to reasonably support the asserted Title Benefit, and (vE) the amount by which the asserting Party Seller 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 PartySeller’s belief is based. (bii) With respect to each Title Benefit Property reported under Section 4.08(a11.1(d)(i) (or which which, to the actual knowledge of Buyer, should have been reported by Buyer under Section 4.08(a11.1(d)(i)), (iA) if the net revenue interest Net Revenue Interest or net acres, as applicable, of such Title Benefit Property is greater than the net revenue interest Net Revenue Interest or net acres stated therefor on Exhibit A—-Part 1 or Exhibit A—Part 2II, as applicable, then the Base 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 Net Revenue Interest or net acres, as applicable, and the denominator of which is the net revenue interest Net Revenue Interest or net acres stated on Exhibit A—-Part 1 or Exhibit A—Part 2, as applicableII, and (iiB) if the working interest Working Interest of such Title Benefit Property is less than the working interest Working Interest stated therefor on Exhibit A—-Part 1 or Exhibit A—Part 2, as applicable II (without a proportionate reduction in the corresponding net revenue interest Net Revenue Interest stated on Exhibit A—-Part 1 or Exhibit A—Part 2II, as applicable), then the Base Purchase Price shall be increased by an amount mutually agreed by Seller and Buyer. The amount by which the Base Purchase Price is increased pursuant to the preceding sentences of this Section 4.08(b11.1(d)(ii) shall be referred to herein as the “Title Benefit Amount.” (iii) Any dispute on whether a Title Benefit exists or the Title Benefit Amount shall be resolved exclusively by using the dispute resolution procedures specified in Section 11.3. (iv) Buyer shall pay Seller any Title Benefit Amounts on the Final Settlement Date pursuant to Section 2.7 or immediately after the Independent Expert’s determination under Section 11.3. Any matters that constitute Title Benefits but for which Seller has not asserted by the Defect Deadline through the notice provided in Section 11.1(d)(i) above shall be deemed to have been waived by Seller, on behalf of itself and its successors and assigns, for all purposes.

Title Benefits. (ai) 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. (bii) With respect to each Title Benefit Property reported under Section 4.08(a11.1(d)(i) (or which should have been reported by Buyer under Section 4.08(a11.1(d)(i)), (i) if the net revenue interest Net Revenue Interest or net acres, as applicable, of such Title Benefit Property is greater than the net revenue interest Net Revenue Interest or net acres stated therefor on Exhibit A—A –Part 1 or Exhibit A—Part 2II, as applicable, then the Purchase Price Initial Consideration Payment 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 Net Revenue Interest or net acres, as applicable, and the denominator of which is the net revenue interest Net Revenue Interest or net acres stated on Exhibit A—A –Part 1 or Exhibit A—Part 2, as applicableII, and (ii) if the working interest Working Interest of such Title Benefit Property is less than the working interest Working Interest stated therefor on Exhibit A—A –Part 1 or Exhibit A—Part 2, as applicable II (without a proportionate reduction in the corresponding net revenue interest Net Revenue Interest stated on Exhibit A—A –Part 1 or Exhibit A—Part 2II, as applicable), then the Purchase Price Initial Consideration Payment shall be increased by an amount mutually agreed by Seller and Buyer. The amount by which the Purchase Price Initial Consideration Payment is increased pursuant to the preceding sentences of this Section 4.08(b11.1(d)(ii) shall be referred to herein as the “Title Benefit Amount.” (iii) Notwithstanding anything to the contrary in this Agreement, (A) in no event shall there be any adjustments to the Initial Consideration Payment or any other remedies under this Agreement for any individual Title Benefit if the Title Benefit Amount of which does not exceed the Title Benefit Threshold, (B) if the aggregate adjustment to the Initial Consideration Payment determined in accordance with this Agreement for Title Benefit Amounts that exceed the Title Benefit Threshold does not exceed the Title Benefit Deductible, then no adjustment of the Initial Consideration Payment shall be made therefor, and (C) if the aggregate adjustment to the Initial Consideration Amount determined in accordance with this Agreement does exceed the Title Benefit Deductible of the Initial Consideration Payment prior to any adjustment thereto, then the Initial Consideration Payment shall only be adjusted by the amount in excess of the Title Benefit Deductible. (iv) Any dispute on whether a Title Benefit exists or the Title Benefit Amount shall be resolved exclusively by arbitration using the procedures specified in Section 11.3.

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)Benefit, (ii) the Asset affected (each, a “Title Benefit Property”)Assets affected, (iii) the Allocated Value of such the Assets subject to the alleged Title Benefit PropertyBenefit(s), (iv) documentation sufficient to reasonably support the asserted Title Benefit, Benefit(s) and (v) the amount by which the asserting Party reasonably believes the Allocated Value of such Title Benefit Property is the affected Assets are increased by the alleged Title Benefit Benefit(s) and the computations and information upon which such Party’s belief is based. (b) . With respect to each Subject Well affected by Title Benefit Property Benefits reported under this Section 4.08(a) 4.05 (or which should have been reported by Buyer under this Section 4.08(a)4.05), (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 the affected Subject Well multiplied by a fraction, the numerator of which is the actual Net Revenue Interest increase in actual net revenue interest or net acres, as applicable, and the denominator of which is the net revenue interest or net acres Net Revenue Interest stated on Exhibit A—Part 1 A or Exhibit A—Part 2F hereto, 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 2with respect to each Undeveloped Acreage, 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 equal to the preceding sentences product of this Section 4.08(b) shall be referred to herein as the Allocated Value for such Undeveloped Acreage multiplied by a fraction, the numerator of which is the actual working interest net acres for such Undeveloped Acreage and the denominator of which is the working interest net acres set forth on Exhibit A Part 1 “Gross/Net Acres Re-Cap” therefor (each of such amounts, the “Title Benefit Amount”).”

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, right and Buyer shall have the obligation, 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 alleged 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 Benefit, which must be greater than $25,000 to be asserted by such Party, 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, Net Acres of such Title Benefit Property is greater than the net revenue interest or net acres Net Acres set forth in Exhibit A—Part 1, then the Purchase Price shall be increased by an amount equal to the product of the positive difference between such Net Acre amounts for the applicable Title Benefit Property multiplied by the Net Acre Allocation; (ii) if the Net Revenue Interest of such Title Benefit Property is greater than the Net Revenue Interest stated therefor on Exhibit A—Part 1 1-A 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 actual Net Revenue Interest increase in actual net revenue interest or net acres, as applicable, and the denominator of which is the net revenue interest or net acres Net Revenue Interest stated on Exhibit A—Part 1 1-A or Exhibit A—Part 2, as applicable, applicable and (iiiii) if the working interest Working Interest of such Title Benefit Property is less than the working interest Working Interest stated therefor on Exhibit A—Part 1 1-A or Exhibit A—Part 2, as applicable (without a proportionate reduction in the corresponding net revenue interest Net Revenue Interest stated on Exhibit A—Part 1 1-A or Exhibit A—Part 2, as applicable), then the Purchase Price shall be increased by an amount mutually agreed by Seller and Buyer. Provided that the Purchase Price shall not be increased by any Title Benefit Amount, unless and until the aggregate amount of all qualifying Title Benefit Amounts exceed 1% of the Purchase Price (the “Benefit Deductible”). 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.”