Common use of Title Defect Notices Clause in Contracts

Title Defect Notices. On or before June 26, 2013 (the “Title Claim Date”), Buyer must deliver claim notices to Seller meeting the requirements of this Section 11.2(a) (collectively the “Title Defect Notices” and individually a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article XI. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived, and Seller shall have no liability for, any Title Defect which Buyer fails to assert as a Title Defect by a Title Defect Notice received by Seller on or before the Title Claim Date. To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx (and the applicable zone(s) therein) and/or other Assets affected by the Title Defect (each a “Title Defect Property”), (iii) the Allocated Value of each Title Defect Property, (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Title Defect(s), and (v) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s belief is based. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Claim Date, written notice of all Title Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer shall also promptly furnish Seller with written notice of any Title Benefit which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior to the Title Claim Date.

Title Defect Notices. On or before June 26, 2013 (the “Title Defect Claim Date”), Buyer must BG may deliver claim notices to Seller EXCO meeting the requirements of this Section 11.2(a) (collectively the “Title Defect Notices” and individually a “Title Defect Notice”) setting forth any matters which, in BuyerBG’s reasonable opinion, constitute Title Defects and which Buyer BG intends to assert as a Title Defect pursuant to this Article XI. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer BG shall be deemed to have waived, and Seller EXCO shall have no liability for, any Title Defect which Buyer BG fails to assert as a Title Defect by a Title Defect Notice received by Seller EXCO on or before the Title Defect Claim Date, provided that any breach of Section 4.7 or Section 4.25 which could also be a Title Defect may be resolved pursuant to Article XIII, or as a Title Defect pursuant to this Article XI, but not both, and, provided further, that any breach of Section 4.4 or Section 4.10 shall be resolved only pursuant to such Section and may not be asserted as a Title Defect. To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defect(s), (ii) the Warranty Xxxxx or Leases and Xxxxx (and the applicable zone(s) therein) and/or other Assets affected by the Title Defect (each a “Title Defect Property”), (iii) the Allocated Value and Allocated Carry of the Subject Interest in each Title Defect Property, (iv) supporting documents available to BG reasonably necessary for Seller EXCO to verify the existence of the alleged Title Defect(s), and (v) the amount by which Buyer BG reasonably believes the Allocated Value and Allocated Carry of the Subject Interest in each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which BuyerBG’s belief is based. To give Seller EXCO an opportunity to commence reviewing and curing Title Defects, Buyer BG agrees to use reasonable efforts to give SellerEXCO, on or before during the end of each calendar week period prior to the Title Defect Claim Date, periodic written notice notices of all Title Defects discovered by Buyer during BG since the preceding calendar weeklast such interim notice, which notice interim notices may be preliminary in nature and supplemented prior to the expiration of the Title Defect Claim Date, provided that failure to provide preliminary notice of a Title Defect shall not prejudice BG’s right to assert such Title Defect hereunder. Buyer BG shall also promptly on or before the Title Defect Claim Date furnish Seller EXCO with written notice of any Title Benefit which is discovered reported by any of BuyerBG’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners to the BG employee directly responsible for undertaking and supervising BG’s title diligence activities hereunder while conducting BuyerBG’s due diligence with respect to the Assets prior to the Title Defect Claim Date.

Title Defect Notices. On or before June 26, 2013 (the “applicable Title Defect Claim Date”), Buyer must may deliver claim notices to Seller meeting the requirements of this Section 11.2(a) (collectively the “Title Defect Notices” and individually a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article XI. For all purposes of this Agreement and notwithstanding anything herein to the contrarycontrary (except as provided in Section 11.1 above), Buyer shall be deemed to have waived, and Seller shall have no liability for, any Title Defect which Buyer fails to assert as a Title Defect by a Title Defect Notice received by Seller on or before the an applicable Title Defect Claim Date, provided that any breach of Section 4.7 or Section 4.25 which could also be a Title Defect may be resolved pursuant to Article XIII, or as a Title Defect pursuant to this Article XI, but not both, and, provided further, that any breach of Section 4.4 or Section 4.10 shall be resolved only pursuant to such section and may not be asserted as a Title Defect. To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defect(s), (ii) the Subject Xxxxx or Leases and Xxxxx (and the applicable zone(s) therein) and/or other Assets affected by the Title Defect (each a “Title Defect Property”), (iii) the Allocated Value and Allocated Carry of the Conveyed Interest in each Title Defect Property, (iv) supporting documents available to Buyer reasonably necessary for Seller to verify the existence of the alleged Title Defect(s), and (v) the amount by which Buyer reasonably believes the Allocated Value and Allocated Carry of the Conveyed Interest in each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s belief is based. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the applicable Title Defect Claim Date, written notice of all Title Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the expiration of the applicable Title Defect Claim Date, provided that failure to provide preliminary notice of a Title Defect shall not prejudice Buyer’s right to assert such Title Defect hereunder. Buyer shall also promptly on or before the applicable Title Defect Claim Date furnish Seller with written notice of any Title Benefit which is discovered reported by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior to the applicable Title Defect Claim Date.

Title Defect Notices. On or before June 26From the Execution Date and until 5:00 p.m. Houston, 2013 Texas time on such date that falls 45 Days after the Execution Date (the “Title Defect Claim Date”), Seller shall provide Buyer with access to its “North Shepherd Record Center” from 7:30 a.m. to 10:00 p.m., seven days a week and other access as is reasonably requested or otherwise agreed to by the Parties. On or before 5:00 p.m. Houston, Texas time on the Defect Claim Date, Buyer must deliver claim notices to Seller meeting the requirements of this Section 11.2(a) 3.6 (collectively collectively, the “Title Defect Notices” and individually individually, a “Title Defect Notice”) setting forth any matters whichthat, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article XISection 3.6. For all purposes of this Agreement and notwithstanding anything herein to the contrary, subject to the special warranty of title set forth in the Assignment, Buyer shall be deemed to have waived, and Seller shall have no liability for, any Title Defect which that Buyer fails to assert as a Title Defect by a Title Defect Notice received by Seller on or before the Title Defect Claim Date. To be effective, each Title Defect Notice shall be in writing, and shall include (ia) a clear description of the alleged Title Defect(s), (iib) the Leases Xxxxx and Xxxxx (and the applicable zone(s) therein) and/or other Assets Well Locations affected by the Title Defect (each a “Title Defect Property”), (iiic) the Allocated Value of each Title Defect Property, (ivd) supporting documents reasonably necessary for Seller to verify the existence of the alleged Title Defect(s), and (ve) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s belief is based. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Defect Claim Date, written notice of all Title Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Defect Claim Date. Buyer shall also promptly furnish Seller with written notice of any Title Benefit which that is discovered by any of Buyer’s or any of its Affiliate’s employees, Buyer’s Representatives, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior to the Title Defect Claim Date.

Title Defect Notices. On or before June 264:00 p.m. (Mountain Time) on November 21, 2013 2016 (the “Title Defect Claim Date”), Buyer must shall have the right, but not the obligation, to deliver claim notices to Seller SM Energy meeting the requirements of this Section 11.2(a6.2(a) (collectively the “Title Defect Notices” and individually each, a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert asserts as a Title Defect pursuant to this Article XISection 6.2. For all purposes of this Agreement and notwithstanding anything herein to the contrary, except with respect to the Subject Special Warranty and/or claims pursuant to Section 8.1 (solely as to matters occurring between the Execution Date and the Closing Date), Buyer shall be deemed to have waived, and Seller SM Energy shall have no liability for, any Title Defect which that Buyer fails to assert as a Title Defect by pursuant to a Title Defect Notice delivered in material compliance with this Section 6.2(a) and received by Seller SM Energy on or before the Title Defect Claim Date. To be effective, each Title Defect Notice shall be in writing, writing and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx (Defect and the applicable zone(s) therein) and/or other Assets affected by the such Title Defect (each a “Title Defect Property”), (iiiii) the Allocated Value of each Title Defect Property, (iviii) supporting documents reasonably necessary for Seller SM Energy to verify the existence of the alleged Title Defect(s), and (viv) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s), and (v) and the computations upon which Buyer’s belief is based. To give Seller SM Energy an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give SellerSM Energy, on or before the end of each calendar week prior to the Title Defect Claim Date, written notice reports of all alleged Title Defects discovered by Buyer during the preceding calendar week, which notice reports may be preliminary in nature and supplemented prior to the Title expiration of the applicable Defect Claim Date, provided that the failure to provide such reports shall not waive Buyer’s rights to provide a Title Defect Notice prior to the Defect Claim Date for any Title Defect. Buyer shall also promptly furnish Seller SM Energy with written notice of any Title Benefit which that is discovered by Buyer or any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners Representative while conducting Buyer’s due diligence with respect to the Assets prior to the Title Defect Claim Date.

Title Defect Notices. On or before June 264:00 p.m. (Mountain Time) on December 23, 2013 (the “Title Defect Claim Date”), Buyer must shall have the right, but not the obligation, to deliver claim notices to Seller SM Energy meeting the requirements of this Section 11.2(a6.2(a) (collectively the “Title Defect Notices” and individually each, a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert asserts as a Title Defect pursuant to this Article XISection 6.2. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived, and Seller SM Energy shall have no liability for, any Title Defect which that Buyer fails to assert as a Title Defect by pursuant to a Title Defect Notice delivered in compliance with this Section 6.2(a) and received by Seller SM Energy on or before the Title Defect Claim Date. To be effective, each Title Defect Notice shall be in writing, writing and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx (Defect and the applicable zone(s) therein) and/or other Assets affected by the such Title Defect (each a “Title Defect Property”), (iiiii) the Allocated Value of each Title Defect Property, (iviii) supporting documents reasonably necessary for Seller SM Energy to verify the existence of the alleged Title Defect(s), and (viv) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s), and (v) and the computations upon which Buyer’s belief is based. To give Seller SM Energy an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give SellerSM Energy, on or before the end of each calendar week prior to the Title Defect Claim Date, written notice of all alleged Title Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer shall also promptly furnish Seller with written notice expiration of any Title Benefit which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior to the Title applicable Defect Claim Date.

Title Defect Notices. On or before June 26, 2013 the date that is eighteen (18) months following the Closing Date (the “Title Defect Claim Date”), Buyer must may deliver claim notices to Seller meeting the requirements of this Section 11.2(a) (collectively the “Title Defect Notices,” and each individually a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article XI. For all purposes of this Agreement and notwithstanding anything herein to the contrarycontrary (except as provided in Section 11.1), Buyer shall be deemed to have waived, and none of Seller or any of the Seller Indemnified Parties shall have no any liability for, any Title Defect which that Buyer fails to assert as a Title Defect by a Title Defect Notice received by Seller on or before the Title Defect Claim Date. To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx (and the applicable zone(s) therein) and/or other Assets affected by the Title Defect (each a “Title Defect Property”), (iii) the Allocated Value of the Conveyed Interests in each Title Defect Property, (iv) supporting documents available to Buyer reasonably necessary for Seller to verify the existence of the alleged Title Defect(s), and (v) the amount by which Buyer reasonably believes the Allocated Value of the Conveyed Interests of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s belief is based. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Defect Claim Date, written notice (which shall not constitute a Title Defect Notice) of all Title Defects discovered by Buyer during the preceding calendar week, which notice may shall be preliminary in nature and be supplemented prior to the Title Defect Claim Date; provided that failure to provide a preliminary notice of a Title Defect shall not prejudice Buyer’s right to assert such Title Defect in accordance with the terms hereunder. Each of Buyer and Seller shall also promptly furnish Seller the other with written notice of any Title Defect or Title Benefit which is discovered by any of Buyer’s its or any of its Affiliate’s Affiliates’ employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior to the Title Defect Claim Date.

Title Defect Notices. On or before June 26five business days prior to Closing at 11:59 p.m. Central Standard Time, 2013 (the “Title Claim Date”), Buyer must deliver claim notices to Seller meeting the requirements of this Section 11.2(a) (collectively the “Title Defect Notices” and individually a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article XI. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived, and Seller shall have no liability for, any Title Defect which Buyer fails to assert as a Title Defect by a Title Defect Notice received by Seller on or before the Title Claim Date. To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx Wxxxx (and the applicable zone(s) therein) and/or other Assets affected by the Title Defect (each a “Title Defect Property”), (iii) the Allocated Value of each Title Defect Property, (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Title Defect(s), and (v) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s belief is based. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Claim Date, written notice of all Title Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer shall also promptly furnish Seller with written notice of any Title Benefit which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior to the Title Claim Date.

Title Defect Notices. On or before June 26Reasonably promptly following discovery and in any event no later than April 25, 2013 2012 (the “Title Claim Date”), Buyer must deliver claim notices to Seller meeting the requirements of this Section 11.2(a10.2(a) (collectively the “Title Defect Notices” and individually a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article XI. X. For all purposes of this Agreement and notwithstanding anything herein to the contrary, but subject in all cases to Buyer’s rights pursuant to the special warranty of title in the Conveyance Documents, Buyer shall be deemed to have waived, and Seller shall have no liability for, any Title Defect which Buyer fails to assert as a Title Defect by a Title Defect Notice received by Seller on or before the Title Claim Date. To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defect(s)Defects, (ii) the Leases and Xxxxx (and the applicable zone(s) therein) and/or other Assets Xxxxx, Fee Interests or Undrilled Locations affected by the Title Defect (each a “Title Defect Property”), (iii) the Allocated Value of each Title Defect Property, Property and (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Title Defect(s)amount, and (v) the amount which estimate is non-binding, by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s belief is basedDefects. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Claim Date, Seller written notice (which shall not constitute a Title Defect Notice) of all Title Defects discovered by Buyer during the preceding calendar weekon a weekly basis, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer shall also promptly furnish Seller with written notice of Date and will not prejudice in any Title Benefit which is discovered by any of way Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect ability to the Assets prior to the assert a Title Claim DateDefect.

Title Defect Notices. On or before June 26Reasonably promptly following discovery and in any event no later than April 25, 2013 2012 (the “Title Claim Date”), Buyer Xxxxx must deliver claim notices to Seller meeting the requirements of this Section 11.2(a10.2(a) (collectively the “Title Defect Notices” and individually a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article XI. X. For all purposes of this Agreement and notwithstanding anything herein to the contrary, but subject in all cases to Buyer’s rights pursuant to the special warranty of title in the Conveyance Documents, Buyer shall be deemed to have waived, and Seller shall have no liability for, any Title Defect which Buyer fails to assert as a Title Defect by a Title Defect Notice received by Seller on or before the Title Claim Date. To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defect(s)Defects, (ii) the Leases and Xxxxx (and the applicable zone(s) therein) and/or other Assets Xxxxx, Fee Interests or Undrilled Locations affected by the Title Defect (each a “Title Defect Property”), (iii) the Allocated Value of each Title Defect Property, Property and (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Title Defect(s)amount, and (v) the amount which estimate is non-binding, by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s belief is basedDefects. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer Xxxxx agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Claim Date, Seller written notice (which shall not constitute a Title Defect Notice) of all Title Defects discovered by Buyer during the preceding calendar weekXxxxx on a weekly basis, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer shall also promptly furnish Seller with written notice of Date and will not prejudice in any Title Benefit which is discovered by any of way Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect ability to the Assets prior to the assert a Title Claim DateDefect.

Title Defect Notices. On or before June 26, 2013 (the “Title Claim Date”), Buyer must deliver claim notices to Seller meeting the requirements of this Section 11.2(aArticle 12.2(a) (collectively the “"Title Defect Notices” " and individually a “"Title Defect Notice”") setting forth any matters which, in Buyer’s 's reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article XIXII. For purposes of this Article 12.2, a Designated Unit shall be deemed to be (i) a Property for purposes of the definitions of Net Revenue Interest, Working Interest or Permitted Encumbrance, and (ii) an Asset for purposes of the definition of Title Defect. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived, and Seller shall have no liability for, any Title Defect which Buyer fails to assert as a Title Defect by a Title Defect Notice received by Seller on or before the Title Claim Date; provided, however, that, for purposes of Seller's special warranty to title under Article 12.1(b), such waiver shall not apply to any matter that prior to the Title Claim Date, is neither reflected of record nor discovered by any of Buyer's or any of its Affiliate's employees or any title attorney, landman or other title examiner while conducting Buyer's due diligence xxxx xespect to the Assets. To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx (and the applicable zone(s) therein) Properties and/or other Assets affected by the Title Defect (each a “"Title Defect Property”"), (iii) the Allocated Value of each Title Defect Property, (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Title Defect(s), and (v) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s 's belief is based. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Claim Date, written notice of all Title Defects discovered by Buyer during the preceding calendar weekperiod, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer shall also promptly furnish Seller with written notice of any Title Benefit which is discovered by any of Buyer’s supplemented, amended, corrected or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets withdrawn prior to the Title Claim Date.

Title Defect Notices. On Buyer may deliver, on or before June 26, 2013 5:00 p.m. Houston time on the date that is fourteen (14) days after the date hereof (the “Title Claim Date”), Buyer must deliver claim notices to Seller meeting the requirements of this Section 11.2(a5.2(a) (collectively the “Title Defect Notices” and individually a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which that Buyer intends to assert as a Title Defect pursuant to this Article XISection 5.2. For all purposes of this Agreement and notwithstanding anything herein to the contrarycontrary (except as expressly provided in Section 5.1), Buyer shall be deemed to have waived, and Seller shall have no liability for, any Title Defect which that Buyer fails to assert as a Title Defect by pursuant to a Title Defect Notice received by Seller on or before the Title Claim Date. To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx (Defect and the applicable zone(s) therein) and/or other Assets Well set forth on Exhibit A-1 or Well Location set forth on Exhibit A-2, as applicable, affected by the such Title Defect (each a “Title Defect Property”), (iiiii) the Allocated Value of each Title Defect Property, (iviii) supporting documents reasonably necessary for Seller to verify regarding the existence of the alleged such Title Defect(s), Defect and (viv) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged such Title Defect(s) Defect and the computations upon which Buyer’s belief is based. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Claim Date, written notice of all Title Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Prior to the Title Claim Date, Buyer shall also promptly furnish Seller with written notice of any Title Benefit which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior to the Title Claim DateAssets.

Title Defect Notices. On or before June 264:00 p.m. (Mountain Time) on July 22, 2013 2011 (the “Title Defect Claim Date”), Buyer must Buyers (jointly and not individually) shall have the right but not the obligation to deliver claim notices to Seller SM meeting the requirements of this Section 11.2(a6.2(a) (collectively the “Title Defect Notices” and individually each, a “Title Defect Notice”) setting forth any matters which, in Buyer’s Buyers’ reasonable opinionopinions, constitute Title Defects and which Buyer intends Buyers intend to assert as a Title Defect pursuant to this Article XISection 6.2. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer but subject to Buyers’ rights under Section 13.2(a) relating to any breach by SM of Section 3.7, 3.8, 3.10, 3.14 or 3.18 or under Section 13.2(b) relating to any breach by SM of Section 8.1(b)(vi) and under the special warranty of title set forth in the Assignment, Buyers shall be deemed to have waived, and Seller SM shall have no liability for, any Title Defect which Buyer fails that Buyers fail to assert as a Title Defect by pursuant to a Title Defect Notice delivered in compliance with this Section 6.2(a) and received by Seller SM on or before the Title Defect Claim Date. To be effective, each Title Defect Notice shall be in writing, writing and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx (Defect and the applicable zone(s) therein) and/or other Assets affected by the such Title Defect (each a “Title Defect Property”), (iiiii) the Allocated Value of each Title Defect Property, (iviii) supporting documents available to Buyers reasonably necessary for Seller SM to verify the existence of the alleged Title Defect(s), and (viv) the amount by which Buyer Buyers reasonably believes believe the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and (v) the computations upon which Buyer’s belief is Buyers’ beliefs are based. To give Seller SM an opportunity to commence reviewing and curing Title Defects, Buyer agrees Buyers agree to use reasonable efforts to give SellerSM, on or before the end of each calendar week prior to the Title Defect Claim Date, written notice of all alleged Title Defects discovered by Buyer Buyers during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title expiration of the Defect Claim Date, provided that failure to provide preliminary notice of a Title Defect shall not prejudice Buyers’ right to assert such Title Defect hereunder. Buyer Buyers shall also promptly furnish Seller SM with written notice of any Title Benefit which is discovered reported by any of Buyer’s Buyers’ employees or any of its Affiliate’s employees, title attorneys, landmen or other title examiners Buyers’ Representative while conducting Buyer’s Buyers’ due diligence with respect to the Assets prior to the Title Defect Claim Date.

Title Defect Notices. On or before June 26Buyer shall deliver to the Agent no later than 5:00 pm Mountain Time on December 2, 2013 (the “Title Defect Claim Date”), Buyer must deliver ) claim notices to Seller meeting the requirements of this Section 11.2(a) (collectively collectively, the “Title Defect Notices” and individually and, individually, a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article XISection 11.2(a). For all purposes of this Agreement and except in connection with the Xxxxxxx Closing but otherwise notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived, and Seller Sellers shall have no liability for, any claim of Title Defect pursuant to this Section 11.2 which Buyer fails to assert as a Title Defect by a Title Defect Notice received by Seller the Agent on or before the Title Defect Claim Date; provided, however, that, for purposes of Sellers’ special warranty of title set forth in the Assignment, such waiver shall not apply. To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx (Defect and the applicable zone(s) therein) and/or other Assets Asset, or portion thereof, affected by the such Title Defect (each a “Title Defect Property”), (iiiii) the Allocated Value of of, and Well Reimbursement Costs, if any, attributable to, each Title Defect Property, (iviii) if available, supporting documents reasonably necessary for Seller Sellers to verify the existence of the alleged such Title Defect(s)Defect, and (viv) the amount by which Buyer reasonably believes the Allocated Value of of, and Well Reimbursement Costs, if any, attributable to, each Title Defect Property is reduced by the alleged such Title Defect(s) and the computations upon which Buyer’s belief is based. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Claim Date, written notice of all Title Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Claim DateDefect. Buyer shall also promptly furnish Seller the Agent with written notice of any Title Benefit which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets Buyer prior to the Title Defect Claim Date.

Title Defect Notices. On or before June 26, 2013 4:00 p.m. (Mountain Time) on the “Title Defect Claim Date”), Buyer must Mitsui shall deliver claim notices to Seller SM meeting the requirements of this Section 11.2(a4.2(a) (collectively the “Title Defect Notices” and individually each, a “Title Defect Notice”) setting forth any matters which, in BuyerMitsui’s reasonable opinion, constitute Title Defects and which Buyer Mitsui intends to assert as a Title Defect pursuant to this Article XISection 4.2. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer but subject to Mitsui’s rights under Section 10.2(b) with respect to a breach of Section 6.1(b)(vi) by SM and under the special warranty of title set forth in the Assignment, Mitsui shall be deemed to have waived, and Seller SM shall have no liability for, any Title Defect which Buyer Mitsui fails to assert as a Title Defect by pursuant to a Title Defect Notice delivered in compliance with this Section 4.2(a) and received by Seller SM on or before the Defect Claim Date. Mitsui may not claim under the special warranty of title set forth in the Assignment any Title Defect which was reported to Mitsui as part of the title reports prepared for it prior to the Defect Claim Date. To be effective, each Title Defect Notice shall be in writing, writing and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx (Defect and the applicable zone(s) therein) and/or other Assets Conveyed Interests affected by the such Title Defect (each a “Title Defect Property”), (iiiii) the Allocated Value of each Title Defect Property, (iviii) supporting documents available to Mitsui reasonably necessary for Seller SM to verify the existence of the alleged Title Defect(s), and (viv) the amount by which Buyer Mitsui reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and (v) the computations upon which BuyerMitsui’s belief is based. Mitsui may provide a single Title Defect Notice that covers multiple Title Defects and multiple Conveyed Interests so long as the notice includes the information listed in parts (i)-(v) of the preceding sentence with respect to each Title Defect and otherwise complies with this Section 4.2(a). To give Seller SM an opportunity to commence reviewing and curing Title Defects, Buyer Mitsui agrees to use reasonable efforts to give SellerSM, on or before the end of each calendar week prior to the Title Defect Claim Date, written notice of all alleged Title Defects discovered by Buyer Mitsui during the preceding calendar weekweek (including supporting documentation relating thereto), which notice may be preliminary in nature and supplemented prior to the Title expiration of the Defect Claim Date, provided that failure to provide preliminary notice of a Title Defect shall not prejudice Mitsui’s right to assert such Title Defect hereunder. Buyer Mitsui shall also promptly furnish Seller SM with written notice of any Title Benefit which is discovered reported by any of BuyerMitsui’s employees or any of its AffiliateMitsui’s employees, title attorneys, landmen or other title examiners Representative while conducting BuyerMitsui’s due diligence with respect to the Assets Conveyed Interests prior to the Title Defect Claim Date.

Title Defect Notices. On or before June 26, 2013 (the “Title Defect Claim Date”), Buyer must may deliver claim notices to Seller meeting the requirements of this Section 11.2(a8.2(a) (collectively the “Title Defect Notices,” and each individually a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article XIVIII. For all purposes of this Agreement and Agreement, except as provided in Section 8.1, but otherwise notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived, and neither Seller, its Affiliates nor any of the other Seller Subject Parties shall have no any liability for, any Title Defect which that Buyer fails to assert as a Title Defect by a Title Defect Notice received by Seller on or before the Title Defect Claim Date. To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defect(s), (ii) a description of the Leases and Xxxxx (and the applicable zone(sAsset(s) therein) and/or other Assets affected by the Title Defect (each a “Title Defect Property”), (iii) the Allocated Value of each Title Defect Property, (iv) supporting documents available to Buyer reasonably necessary for Seller to verify the existence of the alleged Title Defect(s), ) and (v) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s belief is based. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Claim Date, written notice of all Title Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer shall also promptly furnish Seller with written notice of any Title Benefit which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior to the Title Claim Date.

Title Defect Notices. On or before June 264:00 p.m. (Mountain Time) on July 22, 2013 2011 (the “Title Defect Claim Date”), Buyer must Buyers (jointly and not individually) shall have the right but not the obligation to deliver claim notices to Seller SM meeting the requirements of this Section 11.2(a6.2 (a) (collectively the “Title Defect Notices” and individually each, a “Title Defect Notice”) setting forth any matters which, in Buyer’s Buyers’ reasonable opinionopinions, constitute Title Defects and which Buyer intends Buyers intend to assert as a Title Defect pursuant to this Article XISection 6.2. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer but subject to Buyers’ rights under Section 13.2(a) relating to any breach by SM of Section 3.7, 3.8, 3.10, 3.14 or 3.18 or under Section 13.2(b) relating to any breach by SM of Section 8.1(b)(vi) and under the special warranty of title set forth in the Assignment, Buyers shall be deemed to have waived, and Seller SM shall have no liability for, any Title Defect which Buyer fails that Buyers fail to assert as a Title Defect by pursuant to a Title Defect Notice delivered in compliance with this Section 6.2(a) and received by Seller SM on or before the Title Defect Claim Date. To be effective, each Title Defect Notice shall be in writing, writing and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx (Defect and the applicable zone(s) therein) and/or other Assets affected by the such Title Defect (each a “Title Defect Property”), (iiiii) the Allocated Value of each Title Defect Property, (iviii) supporting documents available to Buyers reasonably necessary for Seller SM to verify the existence of the alleged Title Defect(s), and (viv) the amount by which Buyer Buyers reasonably believes believe the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and (v) the computations upon which Buyer’s belief is Buyers’ beliefs are based. To give Seller SM an opportunity to commence reviewing and curing Title Defects, Buyer agrees Buyers agree to use reasonable efforts to give SellerSM, on or before the end of each calendar week prior to the Title Defect Claim Date, written notice of all alleged Title Defects discovered by Buyer Xxxxxx during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title expiration of the Defect Claim Date, provided that failure to provide preliminary notice of a Title Defect shall not prejudice Buyers’ right to assert such Title Defect hereunder. Buyer Buyers shall also promptly furnish Seller SM with written notice of any Title Benefit which is discovered reported by any of Buyer’s Buyers’ employees or any of its Affiliate’s employees, title attorneys, landmen or other title examiners Buyers’ Representative while conducting Buyer’s Buyers’ due diligence with respect to the Assets prior to the Title Defect Claim Date.

Title Defect Notices. On or before June 26, 2013 (the “Title Defect Claim Date”), Buyer must Purchaser may deliver claim notices to Seller meeting the requirements of this Section 11.2(a) (collectively the “Title Defect Notices” and individually a “Title Defect Notice”) setting forth any matters which, in BuyerPurchaser’s reasonable opinion, constitute Title Defects and which Buyer Purchaser intends to assert as a Title Defect pursuant to this Article XIIV. For all purposes of this Agreement and notwithstanding anything herein Subject to Purchaser’s rights under the contrarySpecial Warranty, Buyer Purchaser shall be deemed to have waived, and Seller shall have no liability for, waived any Title Defect which Buyer Purchaser fails to assert as a Title Defect by a Title Defect Notice received by Seller on or before the Title Defect Claim Date. To be effective, each Each Title Defect Notice shall be in writing, writing and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx (and the applicable zone(s) therein) and/or other Assets Mineral Properties affected by the Title Defect (each a “Title Defect Property”), (iii) the Allocated Value Good Faith Allocation of each Title Defect Property, (iv) those supporting documents in Purchaser’s control or possession and reasonably necessary for Seller to verify the existence of the alleged Title Defect(s), and (v) the amount by which Buyer Purchaser in good faith reasonably believes the Allocated Value Good Faith Allocation of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s belief is based). To give Seller an opportunity to commence reviewing and curing Purchaser may provide a single Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Claim Date, written notice of all Defect Notice that covers multiple Title Defects discovered by Buyer during and multiple Properties so long as the notice includes the information listed in parts (i)-(v) of the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer shall also promptly furnish Seller with written notice of any Title Benefit which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence sentence with respect to the Assets prior each Title Defect and otherwise complies with this Section 4.2(a). The Parties shall meet from time to the time as reasonably necessary in an attempt to agree on a resolution with respect to any outstanding Title Claim DateDefects timely raised hereunder.

Title Defect Notices. On or before June 26, 2013 Reasonably promptly following discovery and in any event no later than 45 days after the Execution Date (the “Title Claim Date”), Buyer must deliver claim notices to Seller meeting the requirements of this Section 11.2(a10.2(a) (collectively the “Title Defect Notices” and individually a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article XI. X. For all purposes of this Agreement and notwithstanding anything herein to the contrary, but subject in all cases to Buyer’s rights pursuant to the special warranty of title in the Conveyance Documents, Buyer shall be deemed to have waived, and Seller shall have no liability for, any Title Defect which Buyer fails to assert as a Title Defect by a Title Defect Notice received by Seller on or before the Title Claim Date. To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defect(s)Defects, (ii) the Leases and Xxxxx (and the applicable zone(s) therein) and/or other Assets Wells, Uxxxxxled Locations or Fee Interests affected by the Title Defect (each a “Title Defect Property”), (iii) the Allocated Value of each Title Defect Property, Property and (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Title Defect(s)amount, and (v) the amount which estimate is non-binding, by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s belief is basedDefects. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Claim Date, Seller written notice (which shall not constitute a Title Defect Notice) of all Title Defects discovered by Buyer during the preceding calendar weekon a weekly basis, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer shall also promptly furnish Seller with written notice of Date and will not prejudice in any Title Benefit which is discovered by any of way Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect ability to the Assets prior to the assert a Title Claim DateDefect.

Title Defect Notices. On or before June 26, 2013 No later than 60 days after the date of this Agreement (the “Title Claim Date”), Buyer Atlas must deliver claim notices to Seller Titan and to Representative meeting the requirements of this Section 11.2(a8.2(a) (collectively the “Title Defect Notices” and individually a “Title Defect Notice”) setting forth any matters which, in BuyerAtlas’s reasonable opinion, constitute Title Defects and which Buyer Atlas intends to assert as a Title Defect pursuant to this Article XI8. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer Atlas shall be deemed to have waived, and Seller there shall have be no liability for, any Title Defect under this Agreement or the Escrow Agreement which Buyer Atlas fails to assert as a Title Defect by a Title Defect Notice received by Seller Titan and Representative on or before the Title Claim Date. To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defect(s)Defects, (ii) the Leases Xxxxx and Xxxxx (and the applicable zone(s) therein) and/or other Assets Undrilled Locations affected by the Title Defect (each a “Title Defect Property”), ) and (iii) Atlas’s good faith estimate (which is non-binding) of the Allocated Value of Title Defect Amount relating to each Title Defect Property, (iv) supporting documents reasonably necessary for Seller with respect to verify the existence of the alleged Title Defect(s), and (v) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by (the alleged Title Defect(s) and the computations upon which Buyer’s belief is based“Claimed Defect Amount”). To give Seller Titan and Representative an opportunity to commence reviewing and curing Title Defects, Buyer Atlas agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Claim Date, Titan and Representative written notice (which shall not constitute a Title Defect Notice) of all Title Defects discovered by Buyer during the preceding calendar weekAtlas on a weekly basis, which notice may be preliminary in nature and supplemented prior to the Claim Date and will not prejudice in any way Atlas’s ability to assert a Title Claim Date. Buyer shall also promptly furnish Seller with written notice of any Title Benefit which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior to the Title Claim DateDefect.

Title Defect Notices. On or before June 26, 2013 (the “Title Defect Claim Date”), Buyer must deliver claim notices to Seller meeting the requirements of this Section 11.2(a5.3(a) (collectively the “Title Defect Notices” and individually a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article XI. V. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer shall will be deemed to have waived, and Seller shall will have no liability for, any Title Defect which Buyer fails to assert as a Title Defect by in a Title Defect Notice received by Seller on or before the Title Defect Claim Date. To be effective, each Each Title Defect Notice shall must be in writing, and shall include must include: (i) a description of the alleged Title Defect(s), ; (ii) the Leases and or Xxxxx (and the applicable zone(s) therein) and/or other Assets affected by the Title Defect (each a “Title Defect Property”), ; (iii) the Allocated Value of each Title Defect Property, ; (iv) supporting documents available to Buyer and reasonably necessary for Seller to verify the existence of the alleged Title Defect(s), ; and (v) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations (in reasonable detail) upon which Buyer’s belief is based. Buyer may provide a single Title Defect Notice that covers multiple Title Defects and multiple Title Defect Properties so long as the Title Defect Notice includes the information listed in parts (i) through (v) of the preceding sentence with respect to each Title Defect and otherwise complies with this Section 5.3(a). To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use commercially reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Claim DateMay 9, 2014 and May 23, 2014, as applicable, written notice of all Title Defects discovered by Buyer during the preceding calendar weekprior to such date (unless previously submitted to Seller in a Title Defect Notice), which each such notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer shall also promptly furnish Seller with written notice expiration of any Title Benefit which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior to the Title Defect Claim Date.

Title Defect Notices. On or before June 264:00 p.m. (Mountain Time) on December 23, 2013 (the “Title Defect Claim Date”), Buyer must shall have the right, but not the obligation, to deliver claim notices to Seller SM Energy meeting the requirements of this Section 11.2(a6.2(a) (collectively the “Title Defect Notices” and individually each, a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert asserts as a Title Defect pursuant to this Article XISection 6.2. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived, and Seller SM Energy shall have no liability for, any Title Defect which that Buyer fails to assert as a Title Defect by pursuant to a Title Defect Notice delivered in compliance with this Section 6.2(a) and received by Seller SM Energy on or before the Title Defect Claim Date. To be effective, each Title Defect Notice shall be in writing, writing and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx (Defect and the applicable zone(s) therein) and/or other Assets affected by the such Title Defect (each a “Title Defect Property”), (iiiii) the Allocated Value of each Title Defect Property, (iviii) supporting documents reasonably necessary for Seller SM Energy to verify the existence of the alleged Title Defect(s), and (viv) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s), and (v) and the computations upon which BuyerXxxxx’s belief is based. To give Seller SM Energy an opportunity to commence reviewing and curing Title Defects, Buyer Xxxxx agrees to use reasonable efforts to give SellerSM Energy, on or before the end of each calendar week prior to the Title Defect Claim Date, written notice of all alleged Title Defects discovered by Buyer Xxxxx during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer shall also promptly furnish Seller with written notice expiration of any Title Benefit which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior to the Title applicable Defect Claim Date.

Title Defect Notices. On In the event Buyer discovers a Title Defect that it intends to assert hereunder, Buyer shall notify Seller in good faith of such Title Defect as soon reasonably practicable after such Title Defect is discovered, and in any event, on or before June 26, 2013 (the “Title Defect Claim Date”), Buyer must deliver claim notices to Seller meeting . Each such notice shall set forth the requirements of information required by this Section 11.2(a) 3.5 (collectively collectively, the “Title Defect Notices” and individually individually, a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article XI). For all purposes of this Agreement and notwithstanding anything Anything herein to the contrary, contrary notwithstanding: (a) Buyer may not assert any Title Defect after the Defect Claim Date and shall be deemed to have waived, and Seller shall have no liability for, any Title Defect which that Buyer fails to timely and properly assert as a Title Defect by a Title Defect Notice received by Seller on or before the Title Claim Date. in accordance with this Section 3.5; (b) To be effective, each Title Defect Notice shall be in writing, and shall include (i) a clear description of the alleged Title Defect(s), (ii) the Leases Xxxxx and Xxxxx (and the applicable zone(s) therein) and/or other Assets Well Locations affected by the Title Defect (each a “Title Defect Property”), (iii) the Allocated Value of each Title Defect Property, (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Title Defect(s), and (v) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s belief is based. . (c) To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to shall give Seller, on or before the end of each calendar week prior to the Title Defect Claim Date, written notice of all Title Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Defect Claim Date. Buyer shall also promptly furnish Seller with written notice of any Title Benefit which that is discovered by any of Buyer’s or any of its Affiliate’s employees, Buyer’s representatives, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior to the Title Defect Claim Date.

Title Defect Notices. On or before June 26, 2013 5:00 p.m. (Eastern Time) of the fifth (5th) day before Closing (the “Title Claim Date”), Buyer must BreitBurn may deliver claim notices to Seller Quicksilver meeting the requirements of this Section 11.2(a6.12(a) (collectively the “Title Defect Notices” and individually a “Title Defect Notice”) setting forth any matters which, in BuyerBreitBurn’s reasonable good faith opinion, constitute Title Defects and which Buyer BreitBurn intends to assert as a Title Defect pursuant to this Article XISection 6.12. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer BreitBurn shall be deemed to have waived, and Seller Quicksilver shall have no liability for, any Title Defect which Buyer BreitBurn fails to assert as a Title Defect by a Title Defect Notice received by Seller Quicksilver on or before the Title Claim Date. To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx Well(s) or well location(s) (and the applicable zone(s) therein) and/or other Acquired Assets affected by the Title Defect (each a “Title Defect Property”), (iii) the Allocated Value allocated value of each Title Defect PropertyProperty as set forth on Schedule 6.12(a) (the “Preliminary Allocated Value”), (iv) supporting documents reasonably necessary for Seller Quicksilver to verify the existence of the alleged Title Defect(s), and (v) the amount by which Buyer BreitBurn reasonably believes the Preliminary Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which BuyerBreitBurn’s belief is based. To give Seller Quicksilver an opportunity to commence reviewing and curing Title Defects, Buyer BreitBurn agrees to use reasonable efforts to give SellerQuicksilver, on or before the end of each calendar week prior to the Title Claim Date, written notice of all Title Defects discovered by Buyer BreitBurn during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer BreitBurn shall also promptly furnish Seller Quicksilver with written notice of any Title Benefit which is discovered by any of BuyerBreitBurn’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting BuyerBreitBurn’s due diligence with respect to the Xxxxx or Oil and Gas Properties or other Acquired Assets prior to the Title Claim Date.

Title Defect Notices. On or before June 265:00 p.m. Houston, 2013 Texas time on the 7th Business Day prior to Closing Date (the “Title Defect Claim Date”), Buyer must deliver claim notices to Seller meeting the requirements of this Section 11.2(a) 3.6 (collectively collectively, the “Title Defect Notices” and individually individually, a “Title Defect Notice”) setting forth any matters whichthat, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article XISection 3.6. For all purposes of this Agreement and notwithstanding anything herein to the contrary, except for Buyer’s remedy pursuant to Section 4.2 for a breach of the representation and warranty in Section 6.14, Buyer shall be deemed to have waived, and Seller shall have no liability for, any Title Defect which that Buyer fails to assert as a Title Defect by a Title Defect Notice received by Seller on or before the Title Defect Claim Date. To be effective, each Title Defect Notice shall be in writing, and shall include (ia) a description of the alleged Title Defect(s), (iib) the Leases Xxxxx and Xxxxx (and the applicable zone(s) therein) and/or other Assets well locations affected by the Title Defect (each a “Title Defect Property”), (iiic) the Allocated Value of each Title Defect Property, (ivd) supporting documents reasonably necessary for Seller to verify the existence of the alleged Title Defect(s), and (ve) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s belief is based. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Defect Claim Date, written notice of all Title Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Defect Claim Date. Buyer shall also promptly furnish Seller with written notice of any Title Benefit which that is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior to the Title Defect Claim Date.

Title Defect Notices. On or before June 26the earlier of April 17, 2013 2006 or 5 days prior to the Closing Date (the “Title "Buyer Claim Date”"), Buyer must may deliver claim notices to Seller meeting the requirements of this Section 11.2(a8.2(a) (collectively the “"Title Defect Notices” " and individually a “"Title Defect Notice”") setting forth any matters whichmatter that, in Buyer’s 's reasonable opinion, constitute constitutes a Title Defects Defect and which that Buyer intends to assert as a Title Defect pursuant to this Article XIVIII. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived, and Seller shall have no liability for, any Title Defect which that Buyer fails to assert as a Title Defect by a Title Defect Notice received by Seller on or before the Title Buyer Claim Date. To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx (and the applicable zone(s) therein) and/or other Oil and Gas Assets affected by the Title Defect (each a “"Title Defect Property”"), (iii) the Allocated Value of each Title Defect Property, (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Title Defect(s), and (v) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s 's belief is based. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Buyer Claim Date, written notice of all Title Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer shall also promptly furnish Seller with written notice of any Title Benefit which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior to the Title Claim Date.

Title Defect Notices. On or before June 265:00 p.m. Houston, Texas time on December 31, 2013 (the “Title Defect Claim Date”), Buyer must may deliver claim notices to Seller meeting the requirements of this Section 11.2(a) 3.1 (collectively collectively, the “Title Defect Notices” and individually individually, a “Title Defect Notice”) setting forth any matters whichthat, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article XISection 3.1. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived, and Seller shall have no liability under this Article for, any Title Defect which that Buyer fails to assert as a Title Defect by a Title Defect Notice received by Seller on or before the Title Defect Claim Date. To be effective, each Each Title Defect Notice shall be in writing, and shall include (ia) a clear description of the alleged Title Defect(s), (iib) the Leases Wxxxx and Xxxxx (and the applicable zone(s) therein) and/or other Assets Leases, or Other Real Property Interests affected by the Title Defect (each a “Title Defect Property”), (iiic) the Allocated Value of each Title Defect Property, (ivd) supporting documents or references thereto reasonably necessary for Seller to verify the existence of the alleged Title Defect(s), and (ve) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s belief is based. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Defect Claim Date, written notice of all Title Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer shall also promptly furnish Seller with written notice of any Title Benefit which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior to the Title Defect Claim Date.

Title Defect Notices. On or before June 26, 2013 the date that is nine months following the Closing Date (the “Title Claim Date”), Buyer WFSG must deliver claim notices to Seller APL meeting the requirements of this Section 11.2(a) 11.1 (collectively collectively, the “Title Defect Notices,” and individually individually, a “Title Defect Notice”) setting forth any matters which, in BuyerWFSG’s reasonable opinion, constitute Title Defects and which Buyer WFSG intends to assert as a Title Defect pursuant to this Article XI11. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer WFSG shall be deemed to have waived, and Seller none of the APL Parties shall have no liability for, any Title Defect which Buyer that WFSG fails to assert as a Title Defect by a Title Defect Notice received by Seller APL on or before the Title Claim Date. The representations and warranties regarding the Appalachian Real Property shall terminate and expire on the Title Claim Date, and following such termination, no claim may be brought against any of the APL Parties with respect to such representations and warranties unless a claim for a Title Defect has been properly brought pursuant to this Article 11 prior to such termination. To be effective, each Title Defect Notice shall be in writing, and shall include (ia) a description of the alleged Title Defect(s), (iib) the Leases and Xxxxx (and the applicable zone(s) therein) and/or other Assets relevant Appalachian Real Property affected by the Title Defect (each a “Title Defect Property”), (iiic) the Allocated Value estimated value of each Title Defect Property, (ivd) supporting documents reasonably necessary for Seller APL to verify the existence of the alleged Title Defect(s), and (ve) the amount by which Buyer WFSG reasonably believes the Allocated Value estimated value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which BuyerWFSG’s belief is based. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Claim Date, written notice of all Title Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer shall also promptly furnish Seller with written notice of any Title Benefit which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior to the Title Claim Date.

Title Defect Notices. (a) As a condition to asserting any claim with respect to any alleged Title Defect affecting the Acquired Assets, Purchaser must deliver to Sellers a valid written Notice of Title Defects as to any alleged Title Defects affecting the Acquired Assets no later than 5:00 p.m. Eastern Time on on the date that is 45 days after the Execution Date (the “Defect Notice Deadline”). Notwithstanding the foregoing, Purchaser shall use reasonable efforts to notify Sellers of any alleged Title Defects affecting the Acquired Assets at least once every week during the period between the Execution Date and the Defect Notice Deadline. (b) On or before June 26the Defect Notice Deadline, 2013 Purchaser shall deliver to Sellers a written notice (the “Notice of Title Claim Date”), Buyer must deliver claim notices to Seller meeting the requirements of this Section 11.2(a) (collectively the “Title Defect Notices” and individually a “Title Defect NoticeDefects”) setting that sets forth any matters which, in Buyer’s reasonable opinion, constitute all Title Defects and which Buyer intends affecting the Acquired Assets that Purchaser desires to assert as a Title Defect pursuant to this Article XI. For all purposes of under this Agreement and notwithstanding anything herein all Interest Additions discovered by Purchaser or of which Purchaser has been notified under Section 5.5. The Notice of Title Defects shall, with respect to each such Title Defect or Interest Addition set forth therein: (i) describe such Title Defect or Interest Addition and the Assets affected thereby; (ii) describe the basis of such Title Defect or Interest Addition; (iii) include documentation supporting the basis of such Title Defect or Interest Addition; (iv) in the case of each Title Defect, describe in general terms the curative actions that Purchaser reasonably anticipates are required to cure such Title Defect; (v) in the case of each Title Defect, describe Purchaser’s good faith estimate of the Title Defect Value with respect to each Asset affected by such Title Defect in accordance with and subject to the contrarylimitations in Section 5.9; and (vi) in the case of each Interest Addition, Buyer describe Purchaser’s good faith estimate of the value of such Interest Addition. (c) A Title Defect shall be deemed conclusively waived by Purchaser and Purchaser shall not be entitled to have waivedany adjustment for such Title Defect, and Seller Sellers shall have no liability fornot be obligated to cure such Title Defect, any if Purchaser fails to provide a Notice of Title Defect which Buyer fails to assert as a Sellers of such Title Defect by a Title Defect Notice received by Seller in accordance with Section 5.2(b) on or before the Defect Notice Deadline; provided, however, that the foregoing shall not modify or limit the Special Warranty of Title Claim Dateand no Title Defect arising from events and circumstance first occurring (and not due to the acts or omissions of Purchaser) during the period from and after the Defect Notice Deadline and prior to the Closing Date will become a Permitted Lien or Assumed Liability (and the same shall be a Retained Liability) unless Purchaser agrees in writing to include the same as a Permitted Lien and/or Assumed Liability. To be effective, each the extent any such Title Defect Notice arises pursuant to the foregoing and is a Retained Liability, Purchaser shall be in writingxxxxx Xxxxxxx reasonable access, from and after the Closing Date, and shall include (i) a description of the alleged Title Defect(s)reasonably cooperate with Sellers, (ii) the Leases and Xxxxx (and the applicable zone(s) therein) and/or other Assets affected including providing documentation as reasonably requested by the Title Defect (Sellers, in each a “Title Defect Property”)case, (iii) the Allocated Value of each Title Defect Property, (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Title Defect(s), and (v) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s belief is based. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Claim Date, written notice of all Title Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer shall also promptly furnish Seller with written notice of any Title Benefit which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior any cure efforts of Sellers related to the Title Claim Date.such Sellers’ Retained Liability

Title Defect Notices. On or before June 26, 2013 the date that is nine months following the Closing Date (the “Title Claim Date”), Buyer WFSG must deliver claim notices to Seller APL meeting the requirements of this Section 11.2(a) ‎11.1 (collectively collectively, the “Title Defect Notices,” and individually individually, a “Title Defect Notice”) setting forth any matters which, in BuyerWFSG’s reasonable opinion, constitute Title Defects and which Buyer WFSG intends to assert as a Title Defect pursuant to this Article XI‎Article 11. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer WFSG shall be deemed to have waived, and Seller none of the APL Parties shall have no liability for, any Title Defect which Buyer that WFSG fails to assert as a Title Defect by a Title Defect Notice received by Seller APL on or before the Title Claim Date. The representations and warranties regarding the Appalachian Real Property shall terminate and expire on the Title Claim Date, and following such termination, no claim may be brought against any of the APL Parties with respect to such representations and warranties unless a claim for a Title Defect has been properly brought pursuant to this ‎Article 11 prior to such termination. To be effective, each Title Defect Notice shall be in writing, and shall include (ia) a description of the alleged Title Defect(s), (iib) the Leases and Xxxxx (and the applicable zone(s) therein) and/or other Assets relevant Appalachian Real Property affected by the Title Defect (each a “Title Defect Property”), (iiic) the Allocated Value estimated value of each Title Defect Property, (ivd) supporting documents reasonably necessary for Seller APL to verify the existence of the alleged Title Defect(s), and (ve) the amount by which Buyer WFSG reasonably believes the Allocated Value estimated value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which BuyerWFSG’s belief is based. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Claim Date, written notice of all Title Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer shall also promptly furnish Seller with written notice of any Title Benefit which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior to the Title Claim Date.

Title Defect Notices. On or before June 264:00 p.m. (Mountain Time) on December 8, 2013 2012 (the “Title Defect Claim Date”), Buyer must shall have the right, but not the obligation, to deliver claim notices to Seller SM Energy meeting the requirements of this Section 11.2(a6.2(a) (collectively the “Title Defect Notices” and individually each, a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert asserts as a Title Defect pursuant to this Article XISection 6.2. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived, and Seller SM Energy shall have no liability for, any Title Defect which that Buyer fails to assert as a Title Defect by pursuant to a Title Defect Notice delivered in compliance with this Section 6.2(a) and received by Seller SM Energy on or before the Title Defect Claim Date. To be effective, each Title Defect Notice shall be in writing, writing and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx (Defect and the applicable zone(s) therein) and/or other Assets affected by the such Title Defect (each a “Title Defect Property”), (iiiii) the Allocated Value of each Title Defect Property, (iviii) supporting documents reasonably necessary for Seller SM Energy to verify the existence of the alleged Title Defect(s), and (viv) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s), and (v) and the computations upon which Buyer’s belief is based. To give Seller SM Energy an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give SellerSM Energy, on or before the end of each calendar week prior to the Title Defect Claim Date, written notice of all alleged Title Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title expiration of the applicable Defect Claim Date. Buyer shall also promptly furnish Seller SM Energy with written notice of any Title Benefit which that is discovered by Buyer or any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners Representative while conducting Buyer’s due diligence with respect to the Assets prior to the Title Defect Claim Date.

Title Defect Notices. On or before June 26January 15, 2013 2008 (the “Title Claim Date”), Buyer must deliver claim notices to Seller meeting the requirements of this Section 11.2(a3.3(a) (collectively the “Title Defect Notices” and individually a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article XI3. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived, and Seller shall have no liability for, any Title Defect which Buyer fails to assert as a Title Defect by a Title Defect Notice received by Seller on or before the Title Claim Date; provided, however, that, for purposes of Seller’s special warranty to title under Section 6.9(c), such waiver shall not apply to any matter that at least two (2) Business Days prior to the Title Claim Date is not properly reflected of record at the MMS. To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx (and the applicable zone(s) therein) and/or other Assets affected by the Title Defect (each a “Title Defect Property”), (iii) the Allocated Value of each Title Defect Property, (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Title Defect(s), and (v) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s belief is based. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week as soon as practicable prior to the Title Claim Date, written notice of all Title Defects discovered by Buyer during the preceding calendar weekBuyer, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer shall also promptly furnish Seller with written notice of any Title Benefit which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior to the Title Claim Date.

Title Defect Notices. On or before June 26September 3, 2013 2010 (the “Title Claim Date”), Buyer must deliver claim notices to Seller meeting the requirements of this Section 11.2(aArticle 12.2(a) (collectively the “Title Defect Notices” and individually a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article XI12. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived, and Seller shall have no liability for, any Title Defect which Buyer fails to assert as a Title Defect by a Title Defect Notice received by Seller on or before the Title Claim Date. To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx (and the applicable zone(s) therein) and/or other Assets affected by the Title Defect (each a “Title Defect Property”), (iii) the Allocated Value of each Title Defect Property, (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Title Defect(s), and (v) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s belief is based. To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Claim Date, written notice of all Title Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer shall also promptly furnish Seller with written notice of any Title Benefit which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets prior to the Title Claim Date.

Title Defect Notices. On or before June 26, 2013 4:00 p.m. (Mountain Time) on the “Title Defect Claim Date”), Buyer must Mitsui shall deliver claim notices to Seller SM meeting the requirements of this Section 11.2(a4.2(a) (collectively the “Title Defect Notices” and individually each, a “Title Defect Notice”) setting forth any matters which, in BuyerXxxxxx’s reasonable opinion, constitute Title Defects and which Buyer Xxxxxx intends to assert as a Title Defect pursuant to this Article XISection 4.2. For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer but subject to Xxxxxx’s rights under Section 10.2(b) with respect to a breach of Section 6.1(b)(vi) by SM and under the special warranty of title set forth in the Assignment, Mitsui shall be deemed to have waived, and Seller SM shall have no liability for, any Title Defect which Buyer Mitsui fails to assert as a Title Defect by pursuant to a Title Defect Notice delivered in compliance with this Section 4.2(a) and received by Seller SM on or before the Defect Claim Date. Mitsui may not claim under the special warranty of title set forth in the Assignment any Title Defect which was reported to Mitsui as part of the title reports prepared for it prior to the Defect Claim Date. To be effective, each Title Defect Notice shall be in writing, writing and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx (Defect and the applicable zone(s) therein) and/or other Assets Conveyed Interests affected by the such Title Defect (each a “Title Defect Property”), (iiiii) the Allocated Value of each Title Defect Property, (iviii) supporting documents available to Mitsui reasonably necessary for Seller SM to verify the existence of the alleged Title Defect(s), and (viv) the amount by which Buyer Mitsui reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and (v) the computations upon which BuyerXxxxxx’s belief is based. To give Seller an opportunity to commence reviewing and curing Mitsui may provide a single Title Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Title Claim Date, written notice of all Defect Notice that covers multiple Title Defects discovered by Buyer during and multiple Conveyed Interests so long as the notice includes the information listed in parts (i)-(v) of the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Buyer shall also promptly furnish Seller with written notice of any Title Benefit which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence sentence with respect to the Assets prior to the each Title Claim Date.Defect and otherwise complies with this

Title Defect Notices. On or before June 264:00 p.m. (Mountain Time) on March 15, 2013 2018 (the “Title Defect Claim Date”), Buyer must shall have the right, but not the obligation, to deliver claim notices to Seller SM Energy meeting the requirements of this Section 11.2(a6.2(a) (collectively the “Title Defect Notices” and individually each, a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects as of the Defect Claim Date and which Buyer intends to assert asserts as a Title Defect pursuant to this Article XISection 6.2. For all purposes of this Agreement and notwithstanding anything herein to the contrarycontrary (except for the special warranty of title contained in the Assignment, Buyer’s remedies for any breach by SM Energy of its representations and warranties set forth in Article III and the corresponding representations and warranties in the SM Energy Certificate and Buyer’s rights to indemnification under Section 13.2), Buyer shall be deemed to have waived, and Seller SM Energy shall have no liability for, any Title Defect which that Buyer fails to assert as a Title Defect by pursuant to a Title Defect Notice delivered in compliance with this Section 6.2(a) and received by Seller SM Energy on or before the Title Defect Claim Date. To be effective, each Title Defect Notice shall be in writing, writing and shall include (i) include a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx (Defect and the applicable zone(s) therein) and/or other Assets affected by such Title Defect or the Target Formations of the Sections affected by such Title Defect (each a “Title Defect Property”), (iiiii) include the Allocated Value of each Title Defect PropertyProperty that is not a Lease, (iviii) include or make available supporting documents (or statement as to lack of documents that would be reasonably necessary to establish that Defensible Title exists, such as lack of evidence that a Lease or Unit is held by production or that a Net Acre is Held By Production or Held By Unit) reasonably necessary to establish a good faith basis for Seller to verify the existence of the alleged Title Defect(s), and (viv) include the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property (that is not a Lease) is reduced by the alleged Title Defect(s), and (v) and include the computations upon which Buyer’s belief is based. To give Seller SM Energy an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give SellerSM Energy, on or before the end of each calendar week prior to the Title Defect Claim Date, written notice of all alleged Title Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title expiration of the applicable Defect Claim Date; provided, that the failure to provide any such preliminary notice shall not constitute a breach of this Agreement or otherwise affect Buyer’s right to assert Title Defects at any time prior to the Defect Claim Date or limit Buyer’s right to exercise any remedies under this Agreement or the Assignment. For the avoidance of doubt, if Buyer provides a valid Title Defect Notice providing that a Title Defect Property is not held by production, Held By Unit or Held By Production, then SM Energy shall bear the burden to provide affirmative evidence demonstrating that such Title Defect Property is actually held by production, Held by Unit or Held by Production. Buyer shall also promptly furnish Seller SM Energy with written notice of any Title Benefit of which is discovered by any Buyer has Knowledge (with no duty of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to the Assets inquiry) prior to the Title Defect Claim Date; provided, that the failure of Buyer to provide such notice shall not constitute a breach of this Agreement.

Title Defect Notices. On or before June 264:00 p.m. (Mountain Time) on February 20, 2013 2017 (the “Title Defect Claim Date”), Buyer must shall have the right, but not the obligation, to deliver claim notices to Seller SM Energy meeting the requirements of this Section 11.2(a‎6.2 (a) (collectively the “Title Defect Notices” and individually each, a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert asserts as a Title Defect pursuant to this Article XISection ‎6.2. For all purposes of this Agreement and notwithstanding anything herein to the contrarycontrary (except for Buyer’s remedies for any breach by SM Energy of its representations and warranties in Section ‎3.14 and its remedies under Section ‎13.2(k)), Buyer shall be deemed to have waived, and Seller neither SM Energy nor the Company shall have no any liability for, any Title Defect which that Buyer fails to assert as a Title Defect by pursuant to a Title Defect Notice delivered in compliance with this Section ‎6.2(a) and received by Seller SM Energy on or before the Title Defect Claim Date. To be effective, each Title Defect Notice shall be in writing, writing and shall include (i) a description of the alleged Title Defect(s), (ii) the Leases and Xxxxx (Defect and the applicable zone(s) therein) and/or other Assets affected by the such Title Defect (each a “Title Defect Property”), (iiiii) the Allocated Value of each Title Defect Property, (iviii) supporting documents reasonably necessary for Seller SM Energy to verify identify the existence of the alleged Title Defect(s), and (viv) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s), and (v) and the computations upon which Buyer’s belief is based. To give Seller SM Energy an opportunity to commence reviewing and curing Title Defects, Buyer agrees to use reasonable efforts to give SellerSM Energy, on or before the end of each calendar two-week period prior to the Title Defect Claim Date, written notice of all alleged Title Defects discovered by Buyer during the preceding calendar weektwo-week period, which notice (in any format) may be preliminary in nature and supplemented prior to the Title expiration of the applicable Defect Claim Date. ; provided, that the failure of Buyer shall also promptly furnish Seller with written to provide such preliminary notice of any Title Benefit which is discovered by any of Defects shall not be deemed to waive or otherwise prejudice Buyer’s right to assert a Title Defect on or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Buyer’s due diligence with respect to before the Assets prior to the Title Defect Claim Date.