Common use of Title Benefits Clause in Contracts

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) a description of the alleged Title Benefit that is reasonably sufficient for Purchaser to determine the basis of the alleged Title Benefit, (b) the Asset affected by the Title Benefit (a “Title Benefit Property”), (c) all documents upon which Seller relies for its assertion of a Title Benefit, including supporting documents reasonably necessary for Purchaser to verify the existence of the Title Benefit, and (d) the amount by which Seller reasonably believes the value of each Title Benefit Property is increased by the Title Benefit (the “Title Benefit Amount”) and the computations and information upon which Seller’s calculation is based. 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 a Title Defect.

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) a description of the alleged Title Benefit that is reasonably sufficient for Purchaser to determine the basis of the alleged Title Benefit, (b) the Asset affected by the Title Benefit (a “Title Benefit Property”), (c) all documents upon which that Seller relies for its assertion of a Title Benefit, including supporting documents reasonably necessary for Purchaser to verify the existence of the Title Benefit, and (d) the amount by which Seller reasonably believes the value of each Title Benefit Property is increased by the Title Benefit (the “Title Benefit Amount”) and the computations and information upon which Seller’s calculation is based. 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 a Title Defect.

Title Benefits. Should either Party discover any Title Benefit on or before the end of the Title Examination Period, Seller will shall have the right right, and Buyer shall have the obligation, to assert rightsnotify the other Party thereof on or before the end of the Title Examination Period, circumstances or conditions that operate to which notice shall include (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) a description of the alleged Title Benefit that is reasonably sufficient for Purchaser to determine the basis of the alleged Title Benefit, (bii) the Asset affected by Assets affected, (iii) the Allocated Value of the Assets subject to the alleged Title Benefit (a “Title Benefit Property”Benefit(s), (civ) all documents upon which Seller relies for its assertion of a documentation sufficient to reasonably support the asserted Title Benefit, including supporting documents reasonably necessary for Purchaser to verify the existence of the Title Benefit, Benefit(s) and (dv) the amount by which Seller the asserting Party reasonably believes the value Allocated Value of each Title Benefit Property is the affected Assets are increased by the alleged Title Benefit (the “Title Benefit Amount”Benefit(s) and the computations and information upon which Sellersuch Party’s calculation belief is based. The With respect to each Subject Well affected by Title Benefit Amount resulting from a Title Benefit Benefits reported under this Section 4.05 (or which should have been reported by Buyer under this Section 4.05), the Purchase Price shall be determined in accordance with increased by an amount equal to the same methodologyproduct of the Allocated Value of the affected Subject Well multiplied by a fraction, terms the numerator of which is the actual Net Revenue Interest increase and conditions for determining the Defect Amount denominator of which is the Net Revenue Interest stated on Exhibit A or Exhibit F hereto, as applicable, and with respect to each Undeveloped Acreage, the Purchase Price shall be increased by an amount equal to the product of 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 DefectBenefit Amount”).

Title Benefits. Seller will have has the right right, but not the obligation, to assert rightsnotify Buyer during the Examination Period of any Title Benefit discovered by Seller, circumstances or conditions that operate to (i) increase the Net Revenue Interest of which Notice must be asserted by Seller in any Leasegood faith, 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 delivered in writing and include the following: (ai) a description of the alleged Title Benefit that is reasonably sufficient for Purchaser to determine the basis of the alleged Title Benefit, ; (bii) the Asset affected by Lease or Well (the Title Benefit (a “Title Benefit Property”), ; (ciii) all documents upon which Seller relies for its assertion the Allocated Value of a such Title Benefit, including supporting documents reasonably necessary for Purchaser to verify the existence of the Title Benefit, and Benefit Property; (div) the amount by which Seller Buyer reasonably believes the value Allocated Value of each such Title Benefit Property is increased by the such Title Benefit (the “Title Benefit Amount”) Benefit, and the computations and information upon which SellerXxxxx’s calculation Title Benefit discovery is based; and (v) supporting documents reasonably necessary for Seller (as well as any experienced title attorney or examiner hired by Seller) to verify the existence of the alleged Title Benefit. The With respect to each Title Benefit Property reported under this Agreement, an amount (the “Title Benefit Value”) equal to the increase in the Allocated Value for such Title Benefit Property caused by such Title Benefit will be determined and agreed to by the Parties as soon as practicable and in a manner similar to that used to determine Title Defect Values pursuant to Section 3.1(f). Title Benefit Values shall be applied against and reduce the aggregate amount of Title Defect Values finally determined pursuant to this Agreement, but in no event shall Title Benefit Values result in any increase or upward adjustment to the Adjustment Amount resulting from or Base Purchase Price. Buyer shall, promptly upon discovery, use commercially reasonable efforts to furnish Seller with written notice of any Title Benefit discovered by Buyer or its Representatives while conducting Buyer’s Independent Title Review; provided that Buyer shall not have an affirmative obligation to seek to identify Title Benefits or to investigate any matter that could result in a Title Benefit shall be determined in accordance with the same methodology, terms and conditions for determining the Defect Amount with respect to a Title DefectBenefit.

Title Benefits. If prior to the Defect Deadline, Seller will have should determine that (a) the right ownership of the Properties by Seller entitles Seller to assert rights, circumstances or conditions that operate to (i) increase a Net Revenue Interest in a Well listed on Exhibit D greater than the Net Revenue Interest of Seller in any Lease, Well, or Unit above that shown in Exhibit A or Exhibit B, respectively, to for such Well under 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 column headed “Net Revenue Interest therein below that shown in Interest” on Exhibit A or Exhibit B, respectivelyD, or (iiib) increase the Seller owns a number of Net Mineral Acres of Seller covered by in a Lease (other than due to an increase in Seller’s Working Interest that is not accompanied by a proportionate increase in Seller’s greater than is shown under the column headed “Net Revenue Interest) above that shown in Mineral Acres” on Exhibit A D for such Lease (each, a “Title Benefit”). Title Benefits , then Seller 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 (provide Buyer with a “Title Benefit Notice”) promptly after the discovery thereof, but in no event later than Claim Date. Each Title Benefit Notice which shall be in writing and include (ai) a description of the alleged Title Benefit that is reasonably sufficient for Purchaser to determine and the basis of Properties affected by the alleged Title Benefit, (bii) the Asset affected by the Title Benefit (a “Title Benefit Property”), (c) all documents upon which Seller relies for its assertion of a Title Benefit, including supporting documents reasonably necessary for Purchaser Buyer to verify the existence of the such Title Benefit, Benefit and (diii) the amount by which Seller reasonably believes the value Allocated Amount of each Title Benefit Property such Properties is increased by the Title Benefit and the computations upon which Seller’s belief is based. Seller shall be deemed to have waived any Title Benefits that Seller fails to provide a Title Benefit Notice therefore on or before the Defect Deadline. Subject to Buyer’s continuing right to dispute the existence or amount of a Title Benefit, as Seller’s sole and exclusive remedy for any Title Benefits, the amount (the “Title Benefit Amount”) and equal to the computations and information upon which Seller’s calculation is based. The increase in the Allocated Value for such Asset caused by such Title Benefit Amount resulting from a Title Benefit Benefits, shall be determined in accordance with applied as to offset the same methodology, terms and conditions for determining the aggregate Title Defect Amount with respect attributable to a Asserted Title DefectDefects, if any.

Title Benefits. Seller will have has the right right, but not the obligation, to assert rightsnotify Buyer during the Examination Period of any Title Benefit discovered by Seller, circumstances or conditions that operate to (i) increase the Net Revenue Interest of which Notice must be asserted by Seller in any Leasegood faith, 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 delivered in writing and include the following: (ai) a description of the alleged Title Benefit that is reasonably sufficient for Purchaser to determine the basis of the alleged Title Benefit, ; (bii) the Asset affected by Lease or Well (the Title Benefit (a “Title Benefit Property”), ; (ciii) all documents upon the Allocated Value of such Title Benefit Property; (iv) the amount by which Seller relies for its assertion Buyer reasonably believes the Allocated Value of a each such Title Benefit Property is increased by such Title Benefit, including and the computations and information upon which Xxxxx’s Title Benefit discovery is based; and (v) supporting documents reasonably necessary for Purchaser Seller (as well as any experienced title attorney or examiner hired by Seller) to verify the existence of the alleged Title Benefit, and (d) the amount by which Seller reasonably believes the value of . With respect to each Title Benefit Property is increased by the Title Benefit reported under this Agreement, an amount (the “Title Benefit Amount”) and equal to the computations and information upon which Seller’s calculation is based. The increase in the Allocated Value for such Title Benefit Property caused by such Title Benefit will be determined and agreed to by the Parties as soon as practicable and in a manner similar to that used to determine Title Defect Amounts pursuant to Section 3.1(f). Title Benefit Amounts shall be applied against and reduce the aggregate amount of Title Defect Amounts finally determined pursuant to this Agreement, but in no event shall Title Benefit Amounts result in any increase or upward adjustment to the Adjustment Amount resulting from or Base Purchase Price. Buyer shall, promptly upon discovery, use commercially reasonable efforts to furnish Seller with written notice of any Title Benefit discovered by Buyer or its Representatives while conducting Buyer’s Independent Title Review; provided that Buyer shall not have an affirmative obligation to seek to identify Title Benefits or to investigate any matter that could result in a Title Benefit shall be determined in accordance with the same methodology, terms and conditions for determining the Defect Amount with respect to a Title DefectBenefit.