Common use of Title Defect Amount; Title Benefit Amount Clause in Contracts

Title Defect Amount; Title Benefit Amount. (a) The amount by which the Allocated Value of any Listed Interest is reduced as a result of the existence of a Title Defect with respect thereto is the “Title Defect Amount”, which shall be determined in accordance with the following methodology, terms and conditions: (i) if Buyer and Sellers’ Representative agree on the Title Defect Amount, then such amount shall be the Title Defect Amount; (ii) if the Title Defect is a lien or encumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be equal to the amount necessary to be paid to remove such encumbrance from the Listed Interest; (iii) if the Title Defect represents a decrease in (A) the actual Net Revenue Interest for any Well or Lease, with respect to the Target Depth for such Well or Lease, below (B) the Net Revenue Interest stated on Exhibit C for such Well or Lease (and there is a corresponding decrease in the Working Interest for such Well or Lease below the Working Interest stated on Exhibit C with respect to the Target Depth for such Well or Lease), then the Title Defect Amount shall be the product of (y) the Allocated Value of such Well or Lease multiplied by (z) one (1), minus a fraction, the numerator of which is the actual Net Revenue Interest for such Well or Lease, with respect to the Target Depth for such Well or Lease, and the denominator of which is the Net Revenue Interest for such Well or Lease stated on Exhibit C; (iv) if the Title Defect represents a decrease in (A) the actual Net Mineral Acres covered by a Lease (with respect to all of any Target Depth for such Lease) below (B) the Net Mineral Acres for such Target Depth for such Lease stated on Exhibit C, then the Title Defect Amount shall be the product of (x) the Allocated Value of such Lease for such Target Depth multiplied by (y) one (1), minus a fraction, the numerator of which is the actual Net Mineral Acres covered by such Lease (with respect to all of such Target Depth for such Lease) and the denominator of which is the Net Mineral Acres for such Target Depth for such Lease stated on Exhibit C; (v) if the Title Defect represents an obligation or encumbrance upon, or other defect in title to, the Listed Interest of a type not described above (including in the event a Title Defect affects some, but not all, of the associated Target Depth), the Title Defect Amount shall be determined by taking into account the Allocated Value of such Listed Interest, the portion of such Listed Interest affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of such Listed Interest, the values placed upon the Title Defect by Buyer and Sellers’ Representative and such other reasonable factors as are necessary to make a proper evaluation; (vi) the Title Defect Amount with respect to any Listed Interest shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and (vii) notwithstanding anything to the contrary set forth herein, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Listed Interest shall not exceed the Allocated Value of such Listed Interest. (b) The amount by which the Allocated Value of any Listed Interest is increased as a result of the existence of a Title Benefit with respect thereto is the “Title Benefit Amount”, which shall be determined in accordance with the following methodology, terms and conditions: (i) if Buyer and Sellers’ Representative agree on the Title Benefit Amount, then such amount shall be the Title Benefit Amount; (ii) if the Title Benefit represents an increase in (A) the actual Net Revenue Interest for any Well or Lease, with respect to the Target Depth for such Well or Lease, over (B) the Net Revenue Interest stated on Exhibit C for such Well or Lease (and there is a corresponding increase in the Working Interest for such Well or Lease above the Working Interest stated on Exhibit C with respect to the Target Depth for such Well or Lease), then the Title Benefit Amount shall be the product of (y) the Allocated Value of such Well or Lease multiplied by (z) the result obtained by subtracting one (1) from a fraction, the numerator of which is the actual Net Revenue Interest for such Well or Lease, with respect to the Target Depth for such Well or Lease, and the denominator of which is the Net Revenue Interest for such Well or Lease stated on Exhibit C; (iii) if the Title Benefit represents an increase in (A) the actual Net Mineral Acres covered by a Lease (with respect all of any Target Depth for such Lease) above (B) the Net Mineral Acres for such Target Depth for such Lease stated on Exhibit C, then the Title Benefit Amount shall be the product of (x) the Allocated Value of such Lease for such Target Depth multiplied by (y) the result obtained by subtracting one (1) from a fraction, the numerator of which is the actual Net Mineral Acres covered by such Lease (with respect to all of such Target Depth for such Lease) and the denominator of which is the Net Mineral Acres for such Target Depth for such Lease stated on Exhibit C; and (iv) if the Title Benefit Amount cannot be calculated pursuant to subsections (i), (ii) or (iii) (including in the event a Title Benefit affects some, but not all, of the associated Target Depth), then the Title Benefit Amount shall be determined by taking into account the Allocated Value of the Listed Interest, the legal effect of the Title Benefit, the potential economic effect of the Title Benefit over the life of the Listed Interest, the values placed upon the Title Benefit by Buyer and Sellers’ Representative and such other reasonable factors as are necessary to make a proper evaluation.

Title Defect Amount; Title Benefit Amount. (a) The amount by which the Allocated Value of any Listed Interest is reduced as a result of the existence of a Title Defect with respect thereto is the “Title Defect Amount”, which shall be determined in accordance with the following methodology, terms and conditions: (i) if Buyer and Sellers’ Representative Seller agree on the Title Defect Amount, then such amount shall be the Title Defect Amount; (ii) if the Title Defect is a lien or encumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be equal to the amount necessary to be paid to remove such encumbrance from the Listed Interest; (iii) if the Title Defect represents a decrease in (A) the actual Net Revenue Interest for any Well or LeaseWell, with respect to the Target Depth for such Well or LeaseWell, below (B) the Net Revenue Interest stated on Exhibit C for such Well or Lease (and there is a corresponding decrease in the Working Interest for such Well or Lease below the Working Interest stated on Exhibit C with respect to the Target Depth for such Well or LeaseListed Interest), then the Title Defect Amount shall be the product of (y) the Allocated Value of such Well or Lease multiplied by (z) one (1), minus a fraction, the numerator of which is the actual Net Revenue Interest for such Well or LeaseWell, with respect to the Target Depth for such Well or LeaseWell, and the denominator of which is the Net Revenue Interest for such Well or Lease stated on Exhibit C; (iv) if the Title Defect represents a decrease in (A) the actual Net Revenue Interest for any Undeveloped Lease, with respect to the Target Depth for such Undeveloped Lease, below (B) the Net Revenue Interest Floor (or the Net Revenue Interest set forth on Exhibit C for such Undeveloped Lease, as the case may be) (and there is a corresponding decrease in the Working Interest for such Undeveloped Lease below the Working Interest stated on Exhibit C with respect to the Target Depth for such Listed Interest), then the Title Defect Amount shall be an amount equal to the product of the Allocated Value of such Undeveloped Lease multiplied by a fraction, the numerator of which is the amount by which the Net Revenue Interest Floor (or the Net Revenue Interest set forth on Exhibit C for such Undeveloped Lease, as the case may be) exceeds such actual Net Revenue Interest, with respect to the Target Depth for such Undeveloped Lease, and the denominator of which is the Net Revenue Interest Floor (or the Net Revenue Interest set forth on Exhibit C for such Undeveloped Lease, as the case may be); (v) if the Title Defect represents a decrease in (A) the actual Net Mineral Acres covered by a an Undeveloped Lease (with respect to all of any the Target Depth for such Undeveloped Lease) below (B) the Net Mineral Acres for such Target Depth for such Undeveloped Lease stated on Exhibit C, then the Title Defect Amount shall be the product of (x) the Allocated Value of such Undeveloped Lease for such Target Depth multiplied by (y) one (1), minus a fraction, the numerator of which is the actual Net Mineral Acres covered by such Undeveloped Lease (with respect to all of such the Target Depth for such Undeveloped Lease) and the denominator of which is the Net Mineral Acres for such Target Depth for such Undeveloped Lease stated on Exhibit C; (vvi) if the Title Defect represents an obligation or encumbrance upon, or other defect in title to, the a Listed Interest of a type not described above (including in the event a Title Defect affects some, but not all, of the associated Target Depth)above, the Title Defect Amount shall be determined by taking into account the Allocated Value of such Listed Interest, the portion of such Listed Interest affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of such Listed Interest, the values placed upon the Title Defect by Buyer and Sellers’ Representative Seller and such other reasonable factors as are necessary to make a proper evaluation; (vivii) the Title Defect Amount with respect to any Listed Interest shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and (viiviii) notwithstanding anything to the contrary set forth herein, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Listed Interest shall not exceed the Allocated Value of such Listed Interest. (b) The amount by only remedy for Title Benefits is the netting against Title Defect Amounts pursuant to Section 6.4(d) which the Allocated Value of any Listed Interest is increased as a result of the existence of a only available for each Title Benefit with respect thereto is Amount exceeding the Title Threshold. Each “Title Benefit Amount”, which ” shall be determined in accordance with the following methodology, terms and conditions: (i) if Buyer and Sellers’ Representative agree on the Title Benefit Amount, then such amount shall be the Title Benefit Amount; (ii) if the Title Benefit represents an increase in (A) the actual Net Revenue Interest for any Well or Lease, with respect to the Target Depth for such Well or Lease, over (B) the Net Revenue Interest stated on Exhibit C for such Well or Lease (and there is a corresponding increase in the Working Interest for such Well or Lease above the Working Interest stated on Exhibit C with respect to the Target Depth for such Well or Lease), then the Title Benefit Amount shall be the product of (y) the Allocated Value of such Well or Lease multiplied by (z) the result obtained by subtracting one (1) from a fraction, the numerator of which is the actual Net Revenue Interest for such Well or Lease, with respect to the Target Depth for such Well or Lease, and the denominator of which is the Net Revenue Interest for such Well or Lease stated on Exhibit C; (iii) if the Title Benefit represents an increase in (A) the actual Net Mineral Acres covered by a Lease (with respect all of any Target Depth for such Lease) above (B) the Net Mineral Acres for such Target Depth for such Lease stated on Exhibit C, then the Title Benefit Amount shall be the product of (x) the Allocated Value of such Lease for such Target Depth multiplied by (y) the result obtained by subtracting one (1) from a fraction, the numerator of which is the actual Net Mineral Acres covered by such Lease (with respect to all of such Target Depth for such Lease) and the denominator of which is the Net Mineral Acres for such Target Depth for such Lease stated on Exhibit C; and (iv) if the Title Benefit Amount cannot be calculated pursuant to subsections (i), (ii) or (iii) (including in the event a Title Benefit affects some, but not all, of the associated Target Depth), then the Title Benefit Amount shall be determined by taking into account the Allocated Value of the Listed Interest, the legal effect of the Title Benefit, the potential economic effect of the Title Benefit over the life of the Listed Interest, the values placed upon the Title Benefit by Buyer and Sellers’ Representative and such other reasonable factors as are necessary to make a proper evaluation.

Title Defect Amount; Title Benefit Amount. (a) The amount by which the Allocated Value of any Listed Interest is reduced as a result of the existence of a Title Defect with respect thereto is the “Title Defect Amount”, which shall be determined in accordance with the following methodology, terms and conditions: (i) if Buyer and Sellers’ Representative Seller agree on the Title Defect Amount, then such amount shall be the Title Defect Amount; (ii) if the Title Defect is a lien or encumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be equal to the amount necessary to be paid to remove such encumbrance from the Listed Interest; (iii) if the Title Defect represents a decrease in discrepancy between (A) the actual Net Revenue Interest net revenue interest for any Well or Lease, Listed Interest with respect to the Target Depth for such Well or Lease, below production of Hydrocarbons therefrom within the Productive Depths and (B) the Net Revenue Interest stated on Exhibit C for such Well or Lease (and there is a corresponding decrease in the Working Interest for such Well or Lease below the Working Interest net revenue interest stated on Exhibit C with respect to such Listed Interest (and there is a proportionate corresponding decrease in the Target Depth working interest for such Well or LeaseListed Interest), then the Title Defect Amount shall be the product of (y) the Allocated Value of such Well or Lease Listed Interest multiplied by (z) one (1), minus a fraction, the numerator of which is the actual Net Revenue Interest net revenue interest for such Well or Lease, Listed Interest with respect to the Target Depth for such Well or Lease, production of Hydrocarbons therefrom within the Productive Depths and the denominator of which is the Net Revenue Interest net revenue interest for such Well or Lease Listed Interest stated on Exhibit C; (iv) if the Title Defect represents a decrease in (A) the actual Net Mineral Acres covered by a Lease (with respect to all of any Target Depth for such Lease) below (B) the Net Mineral Acres for such Target Depth for such Lease stated on Exhibit C, then the Title Defect Amount shall be the product of (x) the Allocated Value of such Lease for such Target Depth multiplied by (y) one (1), minus a fraction, the numerator of which is the actual Net Mineral Acres covered by such Lease (with respect to all of such Target Depth for such Lease) and the denominator of which is the Net Mineral Acres for such Target Depth for such Lease stated on Exhibit C; (v) if the Title Defect represents an obligation or encumbrance upon, or other defect in title to, the Listed Interest of a type not described above (including in the event a Title Defect affects some, but not all, of the associated Target Depth)above, the Title Defect Amount shall be determined by taking into account the Allocated Value of such Listed Interest, the portion of such Listed Interest affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of such Listed Interest, the values placed upon the Title Defect by Buyer and Sellers’ Representative Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect; (viv) the Title Defect Amount with respect to any Listed Interest shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and (viivi) notwithstanding anything to the contrary set forth herein, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Listed Interest shall not exceed the Allocated Value of such Listed Interest. (b) The amount by which the Allocated Value of any Listed Interest is increased as a result of the existence of a Title Benefit with respect thereto is the “Title Benefit Amount”, which shall be determined in accordance with the following methodology, terms and conditions: (i) if Buyer and Sellers’ Representative Seller agree on the Title Benefit Amount, then such amount shall be the Title Benefit Amount; (ii) if the Title Benefit represents an increase in a discrepancy between (A) the actual Net Revenue Interest net revenue interest for any Well or Lease, Listed Interest with respect to the Target Depth for such Well or Lease, over production of Hydrocarbons therefrom within the Productive Depths and (B) the Net Revenue Interest stated on Exhibit C for such Well or Lease (and there is a corresponding increase in the Working Interest for such Well or Lease above the Working Interest net revenue interest stated on Exhibit C with respect to such Listed Interest (and there is a proportionate corresponding increase in the Target Depth working interest for such Well or LeaseListed Interest), then the Title Benefit Amount shall be the product of (y) the Allocated Value of such Well or Lease Listed Interest multiplied by (z) the result obtained by subtracting one (1) from a fraction, the numerator of which is the actual Net Revenue Interest net revenue interest for such Well or Lease, Listed Interest with respect to the Target Depth for such Well or Lease, production of Hydrocarbons therefrom within the Productive Depths and the denominator of which is the Net Revenue Interest net revenue interest for such Well or Lease Listed Interest stated on Exhibit C;; and (iii) if the Title Benefit represents an increase in a discrepancy between (A) the actual Net Mineral Acres covered by a Lease (working interest or net revenue interest for any Listed Interest with respect all to the production of any Target Depth for such Lease) above Hydrocarbons therefrom within the Productive Depths and (B) the Net Mineral Acres for such Target Depth for such Lease working interest or net revenue interest stated on Exhibit C, then the Title Benefit Amount shall be the product of (x) the Allocated Value of such Lease for such Target Depth multiplied by (y) the result obtained by subtracting one (1) from a fraction, the numerator of which is the actual Net Mineral Acres covered by such Lease (C with respect to all of such Target Depth for such LeaseListed Interest (other than as described in clause (ii) above) and the denominator of which net revenue interest in such Listed Interest is the Net Mineral Acres for such Target Depth for such Lease stated on Exhibit C; and (iv) if the Title Benefit Amount cannot be calculated pursuant to subsections (i), (ii) or (iii) (including in the event a Title Benefit affects some, but not all, of the associated Target Depthdecreased proportionately), then the Title Benefit Amount shall be determined by taking into account the Allocated Value of the such Listed Interest, the portion of such Listed Interest affected by the Title Benefit, the legal effect of the Title Benefit, the potential economic effect of the Title Benefit over the life of the such Listed Interest, the values placed upon the Title Benefit by Buyer and Sellers’ Representative Seller and such other reasonable factors as are necessary to make a proper evaluation.

Title Defect Amount; Title Benefit Amount. (a) The amount by which the Allocated Value of any Listed Interest is reduced as a result of the existence of a Title Defect with respect thereto is the “Title Defect Amount”, which shall be determined in accordance with the following methodology, terms and conditions: (i) if Buyer and Sellers’ Representative Seller agree on the Title Defect Amount, then such amount shall be the Title Defect Amount; (ii) if the Title Defect is a lien or an encumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be equal to the amount necessary to be paid to remove such encumbrance from the Listed InterestIncluded Title Defect Property; (iii) if the Title Defect represents a decrease in discrepancy between (A) the actual Net Revenue Interest net revenue interest for any Well Listed Interest and (B) the net revenue interest stated on Exhibit A or LeaseB, as applicable, with respect to the Target Depth for such Well or Lease, below (B) the Net Revenue Interest stated on Exhibit C for such Well or Lease (and there is a corresponding decrease in the Working Interest for such Well or Lease below the Working Interest stated on Exhibit C with respect to the Target Depth for such Well or Lease)Listed Interest, then the Title Defect Amount shall be the product of (y1) the Allocated Value of such Well or Lease Listed Interest multiplied by (z2) one (1), minus a fraction, the numerator of which is the actual Net Revenue Interest net revenue interest for such Well or Lease, with respect to the Target Depth for such Well or Lease, Listed Interest and the denominator of which is the Net Revenue Interest net revenue interest for such Well or Lease Listed Interest stated on Exhibit CA or B, as applicable; (iv) if the Title Defect represents a decrease in discrepancy between (A) the actual Net Mineral Acres covered by a Lease (with respect to all of working interest for any Target Depth for such Lease) below Listed Interest and (B) the Net Mineral Acres for such Target Depth for such Lease working interest stated on Exhibit CA or B, as applicable, with respect to such Listed Interest (unless, with respect to such Listed Interest, there is any discrepancy in the net revenue interest for such Listed Interest set forth on Exhibit A or B, as applicable), then the Title Defect Amount shall be the product of (x1) the Allocated Value of such Lease for such Target Depth Listed Interest multiplied by (y2) one (1), minus a fraction, the numerator of which is the actual Net Mineral Acres covered by such Lease (with respect to all of such Target Depth difference between the working interest for such Lease) Listed Interest stated on Exhibit A or B, as applicable, and the actual working interest for such Listed Interest and the denominator of which is the Net Mineral Acres working interest for such Target Depth for such Lease Listed Interest stated on Exhibit CExhibits A or B, as applicable; (v) if the Title Defect represents an obligation or encumbrance upon, or other defect in title to, the Listed Interest Included Title Defect Property of a type not described above (including in the event a Title Defect affects some, but not all, of the associated Target Depth)above, the Title Defect Amount shall be determined by taking into account the Allocated Value of such Listed InterestIncluded Title Defect Property, the portion of such Listed Interest Included Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of such Listed InterestIncluded Title Defect Property, the values placed upon the Title Defect by Buyer and Sellers’ Representative Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect; (vi) the Title Defect Amount with respect to any Listed Interest Included Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and (vii) notwithstanding anything to the contrary set forth herein, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Listed Interest Included Title Defect Property shall not exceed the Allocated Value of such Listed InterestIncluded Title Defect Property. (b) The amount by which the Allocated Value of any Listed Interest is increased as a result of the existence of a Title Benefit with respect thereto is the “Title Benefit Amount”, which shall be determined in accordance with the following methodology, terms and conditions: (i) if Buyer and Sellers’ Representative Seller agree on the Title Benefit Amount, then such amount shall be the Title Benefit Amount; (ii) if the Title Benefit represents an increase in a discrepancy between (A) the actual Net Revenue Interest net revenue interest for any Well Listed Interest and (B) the net revenue interest stated on Exhibit A or LeaseB, as applicable, with respect to the Target Depth for such Well or Lease, over (B) the Net Revenue Listed Interest stated on Exhibit C for such Well or Lease (and there the working interest in such Listed Interest is a corresponding increase in the Working Interest for such Well or Lease above the Working Interest stated on Exhibit C with respect to the Target Depth for such Well or Leasenot increased), then the Title Benefit Amount shall be the product of (y1) the Allocated Value of such Well or Lease Listed Interest multiplied by (z2) the result obtained by subtracting one (1) from a fraction, the numerator of which is the actual Net Revenue Interest net revenue interest for such Well or Lease, with respect to the Target Depth for such Well or Lease, Listed Interest and the denominator of which is the Net Revenue Interest net revenue interest for such Well or Lease Listed Interest stated on Exhibit C;A or B, as applicable; and (iii) if the Title Benefit represents an increase in a discrepancy between (A) the actual Net Mineral Acres covered by a Lease (with respect all of working interest for any Target Depth for such Lease) above Listed Interest and (B) the Net Mineral Acres for such Target Depth for such Lease working interest stated on Exhibit CA or B, as applicable, with respect to such Listed Interest (and the net revenue interest in such Listed Interest is not decreased proportionately), then the Title Benefit Amount shall be the product of (x1) the Allocated Value of such Lease for such Target Depth Listed Interest multiplied by (y2) the result obtained by subtracting one (1) from a fraction, the numerator of which is the difference between the actual Net Mineral Acres covered by such Lease (with respect to all of such Target Depth working interest for such Lease) Listed Interest and the working interest for such Listed Interest stated on Exhibit A or B, as applicable, and the denominator of which is the Net Mineral Acres working interest for such Target Depth for such Lease Listed Interest stated on Exhibit C; and (iv) if the Title Benefit Amount cannot be calculated pursuant to subsections (i)A or B, (ii) or (iii) (including in the event a Title Benefit affects some, but not all, of the associated Target Depth), then the Title Benefit Amount shall be determined by taking into account the Allocated Value of the Listed Interest, the legal effect of the Title Benefit, the potential economic effect of the Title Benefit over the life of the Listed Interest, the values placed upon the Title Benefit by Buyer and Sellers’ Representative and such other reasonable factors as are necessary to make a proper evaluationapplicable.

Title Defect Amount; Title Benefit Amount. (a) The amount by which the Allocated Value of any Listed Interest (or Listed Interests if multiple Listed Interests are affected) is reduced as a result of the existence of a Title Defect with respect thereto is the “Title Defect Amount”, which shall be determined in accordance with the following methodology, terms and conditions: (i) if Buyer Purchaser and Sellers’ Representative Sellers agree on the Title Defect Amount, then such amount shall be the Title Defect Amount; (ii) if the Title Defect is a lien or encumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be equal to the amount necessary to be paid to remove such encumbrance from the Listed Interest; (iii) if the Title Defect represents a decrease in (A) the actual Net Revenue Interest for any Company Well or Lease, with respect to any portion of the Target Depth Depths for such Company Well or Lease, below (B) the Net Revenue Interest stated on Exhibit C Annex 3 for such Company Well or Lease (and there is a corresponding decrease in the Working Interest for such Well or Lease below the Working Interest stated on Exhibit C with respect to the Target Depth for such Well or Lease)Depths, then the Title Defect Amount shall be the product of (y) the Allocated Value of for such Company Well or Lease multiplied by (z) one (1), minus a fraction, the numerator of which is the actual Net Revenue Interest for such Company Well or Lease, with respect to the Target Depth for such Well or Lease, and the denominator of which is the Net Revenue Interest for such that Company Well or Lease stated on Exhibit CAnnex 3; (iviii) if the Title Defect represents a decrease in (A) the actual Net Mineral Acres covered by a Lease (with respect to all any portion of any the Target Depth Depths set forth on Annex 3 for such Lease) below (B) the Net Mineral Acres for such Lease stated on Annex 3 for the applicable Target Depth, then, with respect to that Target Depth for such Lease stated on Exhibit Cthat Lease, then the Title Defect Amount shall be the product of (xy) the Allocated Value of that Target Depth for such Lease for such Target Depth multiplied by (yz) one (1), minus a fraction, the numerator of which is the actual Net Mineral Acres covered by such Lease (with respect to all of such that Target Depth for such LeaseDepth) and the denominator of which is the Net Mineral Acres for such Lease stated on Annex 3 for that Target Depth; (iv) if the Title Defect represents an increase in (A) the actual Lease Burdens for any Lease (with respect to any portion of the Target Depths set forth on Annex 3 for such Lease) above (B) the Lease Burdens stated on Annex 3 for such Lease for the applicable Target Depth, then, with respect to that Target Depth for that Lease, the Title Defect Amount shall be the product of (y) the Allocated Value of that Target Depth for such Lease multiplied by (z) one (1), minus a fraction, the numerator of which is the Lease Burdens for that Target Depth for such Lease stated on Exhibit C;Annex 3 and the denominator is the actual Lease Burdens for that Target Depth for such Lease; provided that, notwithstanding anything contained in this Section 6.5(a)(iv) to the contrary, if the actual Lease Burdens for a Lease for the applicable Target Depth taking such Title Defect into account are greater than twenty-five percent (25%), then, unless the Lease Burdens shown on Annex 3 for such Lease for the applicable Target Depth are equal to the actual Lease Burdens for such Target Depth for such Lease, for each one percent (1%) increase in the actual Lease Burdens above the greater of twenty-five (25%) or the Lease Burdens shown on Annex 3 for such Target Depth for such Lease, the Title Defect Amount with respect to such one percent (1%) excess shall be equal to the amount set forth on Schedule 6.5(a)(iv) for the relevant percentage of Lease Burdens (such amount proportionately reduced for increments of less than one percent (1%), using the corresponding Title Defect Amount for each one percent (1%) increment for the relevant percentage of Lease Burdens as set forth on Schedule 6.5(a)(iv), and such amount not to exceed the Allocated Value of the applicable Target Depth for that Lease). (v) if the Title Defect represents is based on a Lien upon a Lease or Company Well that is undisputed and liquidated in amount, then the amount of such Title Defect shall be the lesser of the amount necessary to remove such Lien from the affected Lease or Company Well or the Allocated Value of the affected Lease or Company Well; (vi) if the Title Defect is based on an obligation obligation, encumbrance, Lease Burden or encumbrance upon, charge upon or other defect in title to, to the Listed Interest affected Lease or Company Well of a type not described above in Sections 6.5(a)(i), (including in ii), (iii), (iv) or (v), then, subject to the event a Title Defect affects some, but not all, of the associated Target Depth)other provisions hereof, the Title Defect Amount shall be determined by the Parties in good faith, taking into account all relevant factors, including the following: (A) the Allocated Value of such Listed Interesteach affected Target Depth covered by that Lease or Company Well, (B) the portion of such Listed Interest the affected Lease or Company Well affected by the such Title Defect, ; (C) the legal effect of the Title Defect, ; (D) the potential economic effect of the Title Defect over the life of such Listed Interest, the affected Lease or Company Well; (E) the values placed upon the Title Defect by Buyer Purchaser and Sellers’ Representative ; and (F) such other reasonable factors as are necessary to make a proper evaluation; (vivii) the Title Defect Amount with respect to any Listed Interest shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and (viiviii) notwithstanding anything to the contrary set forth herein, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Listed Interest shall not exceed the Allocated Value of such Listed Interest. (b) The amount by only remedy for Title Benefits is the netting against Title Defect Amounts which the Allocated Value of any Listed Interest is increased as a result of the existence of a only available for Title Benefit with respect thereto is Amounts exceeding the Title Threshold. Each “Title Benefit Amount”, which ” shall be determined in accordance with the following methodology, terms and conditions: (i) if Buyer and Sellers’ Representative agree on the Title Benefit Amount, then such amount shall be the Title Benefit Amount; (ii) if the Title Benefit represents an increase in (A) the actual Net Revenue Interest for any Well or Lease, with respect to the Target Depth for such Well or Lease, over (B) the Net Revenue Interest stated on Exhibit C for such Well or Lease (and there is a corresponding increase in the Working Interest for such Well or Lease above the Working Interest stated on Exhibit C with respect to the Target Depth for such Well or Lease), then the Title Benefit Amount shall be the product of (y) the Allocated Value of such Well or Lease multiplied by (z) the result obtained by subtracting one (1) from a fraction, the numerator of which is the actual Net Revenue Interest for such Well or Lease, with respect to the Target Depth for such Well or Lease, and the denominator of which is the Net Revenue Interest for such Well or Lease stated on Exhibit C; (iii) if the Title Benefit represents an increase in (A) the actual Net Mineral Acres covered by a Lease (with respect all of any Target Depth for such Lease) above (B) the Net Mineral Acres for such Target Depth for such Lease stated on Exhibit C, then the Title Benefit Amount shall be the product of (x) the Allocated Value of such Lease for such Target Depth multiplied by (y) the result obtained by subtracting one (1) from a fraction, the numerator of which is the actual Net Mineral Acres covered by such Lease (with respect to all of such Target Depth for such Lease) and the denominator of which is the Net Mineral Acres for such Target Depth for such Lease stated on Exhibit C; and (iv) if the Title Benefit Amount cannot be calculated pursuant to subsections (i), (ii) or (iii) (including in the event a Title Benefit affects some, but not all, of the associated Target Depth), then the Title Benefit Amount shall be determined by taking into account the Allocated Value of the Listed Interest, the legal effect of the Title Benefit, the potential economic effect of the Title Benefit over the life of the Listed Interest, the values placed upon the Title Benefit by Buyer and Sellers’ Representative and such other reasonable factors as are necessary to make a proper evaluation.

Title Defect Amount; Title Benefit Amount. (a) The amount by which the Allocated Value of any Listed Interest is reduced as a result of the existence of a Title Defect with respect thereto is the “Title Defect Amount”, which shall be determined in accordance with the following methodology, terms and conditions: : (i) if Buyer and Sellers’ Representative Seller agree on the Title Defect Amount, then such amount shall be the Title Defect Amount; ; (ii) if the Title Defect is a lien or encumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be equal to the amount necessary to be paid to remove such encumbrance from the Listed Interest; ; (iii) if the Title Defect represents a decrease in discrepancy between (A) the actual Net Revenue Interest net revenue interest for any Well or Lease, Listed Interest with respect to the Target Depth for such Well or Lease, below production of Hydrocarbons therefrom within the Productive Depths and (B) the Net Revenue Interest stated on Exhibit C for such Well or Lease (and there is a corresponding decrease in the Working Interest for such Well or Lease below the Working Interest net revenue interest stated on Exhibit C with respect to such Listed Interest (and there is a proportionate corresponding decrease in the Target Depth working interest for such Well or LeaseListed Interest), then the Title Defect Amount shall be the product of (y) the Allocated Value of such Well or Lease Listed Interest multiplied by (z) one (1), minus a fraction, the numerator of which is the actual Net Revenue Interest net revenue interest for such Well or Lease, Listed Interest with respect to the Target Depth for such Well or Lease, production of Hydrocarbons therefrom within the Productive Depths and the denominator of which is the Net Revenue Interest net revenue interest for such Well or Lease Listed Interest stated on Exhibit C; (iv) if the Title Defect represents a decrease in (A) the actual Net Mineral Acres covered by a Lease (with respect to all of any Target Depth for such Lease) below (B) the Net Mineral Acres for such Target Depth for such Lease stated on Exhibit C, then the Title Defect Amount shall be the product of (x) the Allocated Value of such Lease for such Target Depth multiplied by (y) one (1), minus a fraction, the numerator of which is the actual Net Mineral Acres covered by such Lease (with respect to all of such Target Depth for such Lease) and the denominator of which is the Net Mineral Acres for such Target Depth for such Lease stated on Exhibit C; (v) if the Title Defect represents an obligation or encumbrance upon, or other defect in title to, the Listed Interest of a type not described above (including in the event a Title Defect affects some, but not all, of the associated Target Depth), the Title Defect Amount shall be determined by taking into account the Allocated Value of such Listed Interest, the portion of such Listed Interest affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of such Listed Interest, the values placed upon the Title Defect by Buyer and Sellers’ Representative and such other reasonable factors as are necessary to make a proper evaluation; (vi) the Title Defect Amount with respect to any Listed Interest shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and (vii) notwithstanding anything to the contrary set forth herein, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Listed Interest shall not exceed the Allocated Value of such Listed Interest. (b) The amount by which the Allocated Value of any Listed Interest is increased as a result of the existence of a Title Benefit with respect thereto is the “Title Benefit Amount”, which shall be determined in accordance with the following methodology, terms and conditions: (i) if Buyer and Sellers’ Representative agree on the Title Benefit Amount, then such amount shall be the Title Benefit Amount; (ii) if the Title Benefit represents an increase in (A) the actual Net Revenue Interest for any Well or Lease, with respect to the Target Depth for such Well or Lease, over (B) the Net Revenue Interest stated on Exhibit C for such Well or Lease (and there is a corresponding increase in the Working Interest for such Well or Lease above the Working Interest stated on Exhibit C with respect to the Target Depth for such Well or Lease), then the Title Benefit Amount shall be the product of (y) the Allocated Value of such Well or Lease multiplied by (z) the result obtained by subtracting one (1) from a fraction, the numerator of which is the actual Net Revenue Interest for such Well or Lease, with respect to the Target Depth for such Well or Lease, and the denominator of which is the Net Revenue Interest for such Well or Lease stated on Exhibit C; (iii) if the Title Benefit represents an increase in (A) the actual Net Mineral Acres covered by a Lease (with respect all of any Target Depth for such Lease) above (B) the Net Mineral Acres for such Target Depth for such Lease stated on Exhibit C, then the Title Benefit Amount shall be the product of (x) the Allocated Value of such Lease for such Target Depth multiplied by (y) the result obtained by subtracting one (1) from a fraction, the numerator of which is the actual Net Mineral Acres covered by such Lease (with respect to all of such Target Depth for such Lease) and the denominator of which is the Net Mineral Acres for such Target Depth for such Lease stated on Exhibit C; and (iv) if the Title Benefit Amount cannot be calculated pursuant to subsections (i), (ii) or (iii) (including in the event a Title Benefit affects some, but not all, of the associated Target Depth), then the Title Benefit Amount shall be determined by taking into account the Allocated Value of the Listed Interest, the legal effect of the Title Benefit, the potential economic effect of the Title Benefit over the life of the Listed Interest, the values placed upon the Title Benefit by Buyer and Sellers’ Representative and such other reasonable factors as are necessary to make a proper evaluation.

Title Defect Amount; Title Benefit Amount. (a) The amount by which the Allocated Value of any Listed Interest is reduced as a result of the existence of a Title Defect with respect thereto is the “Title Defect Amount”, which shall be determined in accordance with the following methodology, terms and conditions: (i) if Buyer and Sellers’ Representative Seller agree on the Title Defect Amount, then such amount shall be the Title Defect Amount; (ii) if the Title Defect is a lien or encumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be equal to the amount necessary to be paid to remove such encumbrance from the Listed Interest; (iii) if the Title Defect represents (A) a decrease in (A) the actual Net Revenue Interest for any Well or Lease, with respect to the Target Depth for such Well or Lease, below (B) the Net Revenue Interest stated on Exhibit C for such Well or Lease (and there is not a corresponding decrease in the Working Interest for such Well or Lease below the Working Interest stated on Exhibit C with respect to the Target Depth for such Well Well), or Lease)(B) with respect to an Undeveloped Area, an increase in Lease Burdens such that the actual Net Revenue Interest in any well that may be located on such Undeveloped Area (with respect to the depths described for each applicable Lease on Exhibit A-1 which corresponds to such Undeveloped Area) is less than the Net Revenue Interest stated on Exhibit C for such Undeveloped Area, then the Title Defect Amount shall be the product of (y) the Allocated Value of such Well or Lease Undeveloped Area multiplied by (z) one (1), minus a fraction, the numerator of which is the actual Net Revenue Interest for such Well or Lease, with respect to the Target Depth for such Well (or Leasethe actual Net Revenue Interest for such Undeveloped Area), and the denominator of which is the Net Revenue Interest for such Well or Lease Undeveloped Area, as applicable, stated on Exhibit C; (iv) if the Title Defect represents a decrease in (A) the actual Net Mineral Acres covered by a Lease of an Undeveloped Area (with respect to all of any Target Depth the depths described for each applicable Lease on Exhibit A-1 which correspond to such LeaseUndeveloped Area) below (B) the Net Mineral Acres for such Target Depth for such Lease Undeveloped Area stated on Exhibit C, then the Title Defect Amount shall be the product of (xy) the Allocated Value of such Lease for such Target Depth Undeveloped Area multiplied by (yz) one (1), minus a fraction, the numerator of which is the actual Net Mineral Acres covered by of such Lease Undeveloped Area (with respect to all of the depths described for each applicable Lease on Exhibit A-1 which correspond to such Target Depth for such LeaseUndeveloped Area) and the denominator of which is the Net Mineral Acres for such Target Depth for such Lease Undeveloped Area stated on Exhibit C; (v) if the Title Defect represents an obligation or encumbrance upon, or other defect in title to, the Listed Interest of a type not described above (including in the event a Title Defect affects some, but not all, of the associated Target Depth)above, the Title Defect Amount shall be determined by taking into account the Allocated Value of such Listed Interest, the portion of such Listed Interest affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of such Listed Interest, the values placed upon the Title Defect by Buyer and Sellers’ Representative Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect; (vi) the Title Defect Amount with respect to any Listed Interest shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; (vii) if a Title Defect affects only an Undeveloped Area, the Title Defect Amount attributable to such Title Defect shall be computed solely with respect to the Allocated Value of such Undeveloped Area and not any other Undeveloped Area; and (viiviii) notwithstanding anything to the contrary set forth herein, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Listed Interest shall not exceed the Allocated Value of such Listed Interest. (b) The amount by which the Allocated Value of any Listed Interest is increased as a result of the existence of a Title Benefit with respect thereto is the “Title Benefit Amount”, which shall be determined in accordance with the following methodology, terms and conditions: (i) if Buyer and Sellers’ Representative Seller agree on the Title Benefit Amount, then such amount shall be the Title Benefit Amount; (ii) if the Title Benefit represents (A) an increase in (A) the actual Net Revenue Interest for any Well or Lease, with respect to the Target Depth for such Well or Lease, over (B) the Net Revenue Interest stated on Exhibit C for such Well or Lease (and there is not a corresponding increase in the Working Interest for such Well or Lease above the Working Interest stated on Exhibit C with respect to the Target Depth for such Well Well), or Lease)(B) with respect to an Undeveloped Area, a decrease in Lease Burdens such that the actual Net Revenue Interest in any well that may be located on such Undeveloped Area (with respect to the depths described for each applicable Lease on Exhibit A-1 which corresponds to such Undeveloped Area) is greater than the Net Revenue Interest stated on Exhibit C for such Undeveloped Area, then the Title Benefit Amount shall be the product of (y) the Allocated Value of such Well or Lease Undeveloped Area multiplied by (z) the result obtained by subtracting one (1) from a fraction, the numerator of which is the actual Net Revenue Interest for such Well or Lease, with respect to the Target Depth for such Well (or Leasethe actual Net Revenue Interest for such Undeveloped Area), and the denominator of which is the Net Revenue Interest for such Well or Lease Undeveloped Area, as applicable, stated on Exhibit C;; and (iii) if the Title Benefit represents an increase in (A) the actual Net Mineral Acres covered by a Lease of an Undeveloped Area (with respect all of any Target Depth to the depths described for each applicable Lease on Exhibit A-1 which correspond to such LeaseUndeveloped Area) above (B) the Net Mineral Acres for such Target Depth for such Lease Undeveloped Area stated on Exhibit C, then the Title Benefit Amount shall be the product of (xy) the Allocated Value of such Lease for such Target Depth Undeveloped Area multiplied by (yz) the result obtained by subtracting one (1) from a fraction, the numerator of which is the actual Net Mineral Acres covered by such Lease of the Undeveloped Area (with respect to all of the depths described for each applicable Lease on Exhibit A-1 which correspond to such Target Depth for such LeaseUndeveloped Area) and the denominator of which is the Net Mineral Acres for such Target Depth for such Lease Undeveloped Area stated on Exhibit C; and; (iv) if the Title Benefit Amount cannot be calculated pursuant to subsections (i), (ii) or (iii) (including in the event a Title Benefit affects some, but not all, of the associated Target Depth)above, then the Title Benefit Amount shall be determined by taking into account the Allocated Value of the Listed Interest, the legal effect of the Title Benefit, the potential economic effect of the Title Benefit over the life of the Listed Interest, the values placed upon the Title Benefit by Buyer and Sellers’ Representative Seller and such other reasonable factors as are necessary to make a proper evaluation; and (v) the Title Benefit Amount with respect to any Listed Interest shall be determined without duplication of any additions or benefits included in another Title Benefit Amount hereunder.

Title Defect Amount; Title Benefit Amount. (a) The amount by which the Allocated Value of any Listed Interest is reduced as a result of the existence of a Title Defect with respect thereto is the “Title Defect Amount”, which shall be determined in accordance with the following methodology, terms and conditions: (i) if Buyer and Sellers’ Representative Seller agree on the Title Defect Amount, then such amount shall be the Title Defect Amount; (ii) if the Title Defect is a lien or encumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be equal to the amount necessary to be paid to remove such encumbrance from the Listed Interest; (iii) if the Title Defect represents a decrease in discrepancy between (A) the actual Net Revenue Interest net revenue interest for any Well or Lease, Listed Interest with respect to the Target Depth for such Well or Lease, below production of Hydrocarbons therefrom within the unitized/communitized depths and (B) the Net Revenue Interest stated on Exhibit C for such Well or Lease (and there is a corresponding decrease in the Working Interest for such Well or Lease below the Working Interest net revenue interest stated on Exhibit C with respect to the Target Depth for such Well or Lease)Listed Interest, then the Title Defect Amount shall be the product of (y) the Allocated Value of such Well or Lease Listed Interest multiplied by (z) one (1), minus a fraction, the numerator of which is the actual Net Revenue Interest net revenue interest for such Well or Lease, Listed Interest with respect to the Target Depth for such Well or Lease, production of Hydrocarbons therefrom within the unitized/communitized depths and the denominator of which is the Net Revenue Interest net revenue interest for such Well or Lease Listed Interest stated on Exhibit C; (iv) if the Title Defect represents a decrease in discrepancy between (A) the actual Net Mineral Acres covered by a Lease (working interest for any Listed Interest with respect to all the production of any Target Depth for such Lease) below Hydrocarbons therefrom within the unitized/communitized depths and (B) the Net Mineral Acres for such Target Depth for such Lease working interest stated on Exhibit C with respect to such Listed Interest (unless, with respect to such Listed Interest, there is any discrepancy in the net revenue interest for such Listed Interest set forth on Exhibit C), then the Title Defect Amount shall be the product of (xy) the Allocated Value of such Lease for such Target Depth Listed Interest multiplied by (yz) one (1), minus a fraction, the numerator of which is the difference between the working interest for such Listed Interest stated on Exhibit C and the actual Net Mineral Acres covered by working interest for such Lease (Listed Interest with respect to all the production of such Target Depth for such Lease) Hydrocarbons therefrom within the unitized/communitized depths and the denominator of which is the Net Mineral Acres working interest for such Target Depth for such Lease Listed Interest stated on Exhibit C; (v) if the Title Defect represents an obligation or encumbrance upon, or other defect in title to, the Listed Interest of a type not described above (including in the event a Title Defect affects some, but not all, of the associated Target Depth)above, the Title Defect Amount shall be determined by taking into account the Allocated Value of such Listed Interest, the portion of such Listed Interest affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of such Listed Interest, the values placed upon the Title Defect by Buyer and Sellers’ Representative Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect; (vi) the Title Defect Amount with respect to any Listed Interest shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and (vii) notwithstanding anything to the contrary set forth herein, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Listed Interest shall not exceed the Allocated Value of such Listed Interest. (b) The amount by which the Allocated Value of any Listed Interest is increased as a result of the existence of a Title Benefit with respect thereto is the “Title Benefit Amount”, which shall be determined in accordance with the following methodology, terms and conditions: (i) if Buyer and Sellers’ Representative Seller agree on the Title Benefit Amount, then such amount shall be the Title Benefit Amount; (ii) if the Title Benefit represents an increase in a discrepancy between (A) the actual Net Revenue Interest net revenue interest for any Well or Lease, Listed Interest with respect to the Target Depth for such Well or Lease, over production of Hydrocarbons therefrom within the unitized/communitized depths and (B) the Net Revenue Interest stated on Exhibit C for such Well or Lease (and there is a corresponding increase in the Working Interest for such Well or Lease above the Working Interest net revenue interest stated on Exhibit C with respect to such Listed Interest (and the Target Depth for working interest in such Well or LeaseListed Interest is not increased), then the Title Benefit Amount shall be the product of (y) the Allocated Value of such Well or Lease Listed Interest multiplied by (z) the result obtained by subtracting one (1) from a fraction, the numerator of which is the actual Net Revenue Interest net revenue interest for such Well or Lease, Listed Interest with respect to the Target Depth for such Well or Lease, production of Hydrocarbons therefrom within the unitized/communitized depths and the denominator of which is the Net Revenue Interest net revenue interest for such Well or Lease Listed Interest stated on Exhibit C;; and (iii) if the Title Benefit represents an increase in a discrepancy between (A) the actual Net Mineral Acres covered by a Lease (working interest for any Listed Interest with respect all to the production of any Target Depth for such Lease) above Hydrocarbons therefrom within the unitized/communitized depths and (B) the Net Mineral Acres for such Target Depth for such Lease working interest stated on Exhibit CC with respect to such Listed Interest (and the net revenue interest in such Listed Interest is not decreased proportionately), then the Title Benefit Amount shall be the product of (xy) the Allocated Value of such Lease for such Target Depth Listed Interest multiplied by (yz) the result obtained by subtracting one (1) from a fraction, the numerator of which is the difference between the actual Net Mineral Acres covered by working interest for such Lease (Listed Interest with respect to all the production of such Target Depth Hydrocarbons therefrom within the unitized/communitized depths and the working interest for such Lease) Listed Interest stated on Exhibit C, and the denominator of which is the Net Mineral Acres working interest for such Target Depth for such Lease Listed Interest stated on Exhibit C; and (iv) if the Title Benefit Amount cannot be calculated pursuant to subsections (i), (ii) or (iii) (including in the event a Title Benefit affects some, but not all, of the associated Target Depth), then the Title Benefit Amount shall be determined by taking into account the Allocated Value of the Listed Interest, the legal effect of the Title Benefit, the potential economic effect of the Title Benefit over the life of the Listed Interest, the values placed upon the Title Benefit by Buyer and Sellers’ Representative and such other reasonable factors as are necessary to make a proper evaluation.C.