Common use of Title Defect Value Clause in Contracts

Title Defect Value. The Title Defect Value shall be determined pursuant to the following guidelines, where applicable: (a) If the Title Defect is that the actual Net Revenue Interest attributable to any Well (or the specified zone(s) therein) is less than that stated in Exhibit B and there is a corresponding proportionate decrease in Working Interest, then the Title Defect Value is the product of the Allocated Value of such Asset multiplied by a fraction, the numerator of which is the difference between the Net Revenue Interest set forth in Exhibit B and the actual Net Revenue Interest, and the denominator of which is the Net Revenue Interest stated in Exhibit B; (b) If the Title Defect results from (i) the Company having a greater Working Interest in a Well (or the specified zone(s) therein) than the Working Interest specified therefor in Exhibit B without a corresponding increase in the Net Revenue Interest or (ii) the Company having a lesser Net Revenue Interest in a Well (or the specified zone(s) therein) than the Net Revenue Interest specified therefor in Exhibit B without a corresponding decrease in the Working Interest for such Well, the Title Defect Value shall be equal to the present value (discounted at 10% compounded annually) of the Parties’ agreed good faith estimate of the decreased value of such Well (or the specified zone(s) therein) for the period from and after the Effective Time which is attributable to such increase in the Company’s Working Interest or decrease in the Company’s Net Revenue Interest; (c) If the Title Defect results from the existence of a lien, security interest, pledge, or collateral assignment, the Title Defect Value shall be an amount sufficient to fully discharge such lien, security interest, pledge, or collateral assignment; (d) If the Title Defect results from any matter not described in paragraphs (a), (b) or (c) above, the Title Defect Value shall be an amount equal to the difference between the value of the Well(s) (or the specified zone(s) therein) or other Asset with such Title Defect and the value of the Well(s) (or the specified zone(s) therein) or other Asset without such Title Defect (taking into account the Allocated Value of the affected Asset); and (e) If a Title Defect is not effective or does not affect a Well (or the specified zone(s) therein) or other Asset throughout the entire productive life of such Well (or the specified zone(s) therein) or other Asset, such fact shall be taken into account in determining the Title Defect Value.

Title Defect Value. The Title Defect Value shall be determined pursuant to the following guidelines, where applicable: (a) If the Title Defect is that the actual Net Revenue Interest attributable to any Well (or the specified zone(s) therein) is less than that stated in Exhibit B and there is a corresponding proportionate decrease in Working Interest, then the Title Defect Value is the product of the Allocated Value of such Asset multiplied by a fraction, the numerator of which is the difference between the Net Revenue Interest set forth in Exhibit B and the actual Net Revenue Interest, and the denominator of which is the Net Revenue Interest stated in Exhibit B; (b) If the Title Defect results from (i) the Seller or a Company Entity, as applicable, having a greater Working Interest in a Well (or the specified zone(s) therein) than the Working Interest specified therefor in Exhibit B without a corresponding increase in the Net Revenue Interest or (ii) the Seller or a Company Entity, as applicable, having a lesser Net Revenue Interest in a Well (or the specified zone(s) therein) than the Net Revenue Interest specified therefor in Exhibit B without a corresponding decrease in the Working Interest for such Well, the Title Defect Value shall be equal to the present value (discounted at 10% compounded annually) of the Parties’ agreed good faith estimate of the decreased value of such Well (or the specified zone(s) therein) for the period from and after the Effective Time which is attributable to such increase in Seller’s or the Company’s Company Entity’s, as applicable, Working Interest or decrease in Seller’s or the Company’s Company Entity’s, as applicable, Net Revenue Interest; (c) If the Title Defect results from the existence of a lien, security interest, pledge, or collateral assignment, the Title Defect Value shall be an amount sufficient to fully discharge such lien, security interest, pledge, or collateral assignment; (d) If the Title Defect results from any matter not described in paragraphs (a), (b) or (c) above, the Title Defect Value shall be an amount equal to the difference between the value of the Well(s) (or the specified zone(s) therein) or other Asset with such Title Defect and the value of the Well(s) (or the specified zone(s) therein) or other Asset without such Title Defect (taking into account the Allocated Value of the affected Asset); and (e) If a Title Defect is not effective or does not affect a Well (or the specified zone(s) therein) or other Asset throughout the entire productive life of such Well (or the specified zone(s) therein) or other Asset, such fact shall be taken into account in determining the Title Defect Value.

Title Defect Value. The Title Defect Value shall be determined pursuant to the following guidelines, where applicable: (a) If the Title Defect is that the actual Net Revenue Interest attributable to any Well (or the specified zone(s) therein) is less than that stated in Exhibit B and there is a corresponding proportionate decrease in Working Interest, then the Title Defect Value is the product of the Allocated Value of such Asset multiplied by a fraction, the numerator of which is the difference between the Net Revenue Interest set forth in Exhibit B and the actual Net Revenue Interest, and the denominator of which is the Net Revenue Interest stated in Exhibit B; (b) If the Title Defect results from (i) the Company a Seller Party having a greater Working Interest in a Well (or the specified zone(s) therein) than the Working Interest specified therefor in Exhibit B without a corresponding increase in the Net Revenue Interest or (ii) the Company a Seller Party having a lesser Net Revenue Interest in a Well (or the specified zone(s) therein) than the Net Revenue Interest specified therefor in Exhibit B without a corresponding decrease in the Working Interest for such Well, the Title Defect Value shall be equal to the present value (discounted at 10% compounded annually) of the Parties’ agreed good faith estimate of the decreased value of such Well (or the specified zone(s) therein) for the period from and after the Effective Time which is attributable to such increase in the Companysuch Seller Party’s Working Interest or decrease in the Companysuch Seller Party’s Net Revenue Interest; (c) If the Title Defect results from the existence of a lien, security interest, pledge, or collateral assignment, the Title Defect Value shall be an amount sufficient to fully discharge such lien, security interest, pledge, or collateral assignment; (d) If the Title Defect results from any matter not described in paragraphs (a), (b) ), or (c) above, the Title Defect Value shall be an amount equal to the difference between the value of the Well(s) (or the specified zone(s) therein) or other Asset with such Title Defect and the value of the Well(s) (or the specified zone(s) therein) or other Asset without such Title Defect (taking into account the Allocated Value of the affected Asset); and; (e) If a Title Defect is not effective or does not affect a Well (or the specified zone(s) therein) or other Asset throughout the entire productive life of such Well (or the specified zone(s) therein) or other Asset, such fact shall be taken into account in determining the Title Defect Value. In no event, however, shall the total of the Title Defect Values related to a particular Asset exceed the Allocated Value of such Asset.

Title Defect Value. The “Title Defect Value Value” resulting from a Title Defect shall be determined pursuant to the following guidelines, where applicableas follows: (a) If if Buyer and Seller agree on the Title Defect Value, that amount shall be the Title Defect Value; (b) if the Title Defect is a lien, encumbrance or other charge that the actual Net Revenue Interest attributable to any Well (or the specified zone(s) therein) is less than that stated undisputed and liquidated in Exhibit B and there is a corresponding proportionate decrease in Working Interestamount, then the Title Defect Value is shall be the product of the Allocated Value of such Asset multiplied by a fraction, the numerator of which is the difference between the Net Revenue Interest set forth in Exhibit B and the actual Net Revenue Interest, and the denominator of which is the Net Revenue Interest stated in Exhibit B; (b) If amount necessary to be paid to remove the Title Defect results from (i) the Company having a greater Working Interest in a Well (or the specified zone(s) therein) than the Working Interest specified therefor in Exhibit B without a corresponding increase Seller’s interest in the Net Revenue Interest or (ii) the Company having a lesser Net Revenue Interest in a Well (or the specified zone(s) therein) than the Net Revenue Interest specified therefor in Exhibit B without a corresponding decrease in the Working Interest for such Well, the Title Defect Value shall be equal to the present value (discounted at 10% compounded annually) of the Parties’ agreed good faith estimate of the decreased value of such Well (or the specified zone(s) therein) for the period from and after the Effective Time which is attributable to such increase in the Company’s Working Interest or decrease in the Company’s Net Revenue Interestaffected Property; (c) If if the Title Defect results from represents a discrepancy between the existence of a lien, security interest, pledge, or collateral assignmentactual Net Mineral Acres for any Lease and the Net Mineral Acres for such Lease as set forth in Exhibit A-1, the Title Defect Value shall be an amount sufficient determined by multiplying the Allocated Value for such Lease by a fraction (i) the numerator of which is an amount equal to fully discharge the “Net Mineral Acres” shown on Exhibit A-1 for such lienLease, security interest, pledge, or collateral assignment;less the actual Net Mineral Acres to which Seller is entitled and (ii) the denominator of which is the “Net Mineral Acres” shown for such Well on Exhibit A-1. (d) If if the Title Defect results from represents a discrepancy between the actual Net Revenue Interest for any matter not described Well and the Net Revenue Interest for such Well as set forth in paragraphs (a)Exhibit A-2, (b) or (c) aboveand there is a proportionate decrease in Seller’s Working Interest in such Well, as set forth on Exhibit A-2, the Title Defect Value shall be an amount determined by multiplying the Allocated Value for such Well by a fraction (i) the numerator of which is an amount equal to the difference between “Net Revenue Interest” shown on Exhibit A-2 for such Well, less the value actual Net Revenue Interest to which Seller is entitled and (ii) the denominator of which is the “Net Revenue Interest” shown for such Well on Exhibit A-2. (e) if the Title Defect is not of the Well(s) (or type described in the specified zone(s) therein) or other Asset with such subsections of this Section 4.2.4, then the Title Defect and the value of the Well(s) (or the specified zone(s) therein) or other Asset without such Title Defect (Value shall be determined by taking into account the Allocated Value of the Property so affected, the portion of Seller’s interest in the Property affected Asset)by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected Property, the values placed upon the Title Defect by Buyer and Seller and such other factors as are necessary to make a proper evaluation; and (ef) If a notwithstanding anything to the contrary contained in this Agreement, Buyer shall have no remedy hereunder for any Title Defect is not effective or does not affect a Well unless: (or i) the specified zone(sTitle Defect Value for such Title Defect exceeds fifteen thousand dollars ($15,000.00) therein) or other Asset throughout net to Seller’s interest in the entire productive life relevant Property (the “Threshold”), in which event the value of such Well (or the specified zone(s) therein) or other Asset, such fact shall defect will be taken into account in determining from first dollar; and (ii) the sum of the aggregate Title Defect ValueValues for all Title Defects together with the sum of the aggregate Environmental Defect Values for all Environmental Defects, in each case where such defect values exceed the Threshold, exceeds two hundred forty thousand dollars ($240,000.00), and then only to the extent such amount exceeds such two hundred forty thousand dollar ($240,000.00) deductible.

Title Defect Value. It is the intent of the Parties to include in the calculation of a Title Defect Value, to the extent possible, only that portion of any Asset (whether a Lease or a Well) that is affected by a Title Defect. The “Title Defect Value” for a Title Defect shall not exceed the Allocated Value of the Asset, and shall be the amount by which the Allocated Value of the Asset affected by such Title Defect is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following methodology, terms and conditions: (a) if Buyer and Seller agree on the Title Defect Value, that value shall be the Title Defect Value; (b) if the Title Defect is a Lien, then the Title Defect Value shall be the cost of removing it or paying it off; (c) if the Title Defect represents a discrepancy relating to undeveloped Leases as provided in Section 6.1 (d) above, the Title Defect Value shall be determined pursuant to by multiplying the following guidelines, where applicable:per net mineral acre Allocated Value for such undeveloped Leases in Schedule 8 by the amount of the net mineral acres affected by the Title Defect; and (ad) If if the Title Defect is that represents a discrepancy between (i) the actual Net Revenue Interest attributable to for any Well Asset affected by the Title Defect and (or ii) the specified zone(s) therein) is less than that Net Revenue Interest stated in Exhibit B and there is a corresponding proportionate decrease in Working Intereston Schedule 8, then the Title Defect Value is shall be determined in accordance with the product of following formula: Where: AV = the Allocated Value of such the Asset multiplied by a fraction, with the numerator of which is the difference between the Title Defect; and X = The Net Revenue Interest set forth in Exhibit B and the actual Net Revenue Interest, and the denominator of which is the decrease. Y = The Net Revenue Interest stated on Schedule 8; and (e) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in Exhibit Btitle to the Asset with the Title Defect of a type not described in subsections (a), (b), (c) or (d) above, the Title Defect Value shall be determined in accordance with all relevant factors, including, but not limited to, the following: (a) The Allocated Value of the affected Asset; (b) If the Title Defect results from (i) the Company having represents only a greater Working Interest in a Well (or the specified zone(s) therein) than the Working Interest specified therefor in Exhibit B without a corresponding increase in the Net Revenue Interest or (ii) the Company having a lesser Net Revenue Interest in a Well (or the specified zone(s) therein) than the Net Revenue Interest specified therefor in Exhibit B without a corresponding decrease in the Working Interest for such Wellpossibility of title failure, the Title Defect Value shall be equal to the present value (discounted at 10% compounded annually) of the Parties’ agreed good faith estimate of the decreased value of probability that such Well (or the specified zone(s) therein) for the period from and after the Effective Time which is attributable to such increase in the Company’s Working Interest or decrease in the Company’s Net Revenue Interest;failure will occur; and (c) If The legal effect of the Title Defect results from the existence of a lien, security interest, pledge, or collateral assignment, the Title Defect Value shall be an amount sufficient to fully discharge such lien, security interest, pledge, or collateral assignment;Defect; and (d) If The values placed upon the Title Defect results from any matter not described in paragraphs (a), (b) or (c) above, the Title Defect Value shall be an amount equal by Buyer and Seller and such other factors as are necessary to the difference between the value of the Well(s) (or the specified zone(s) therein) or other Asset with such Title Defect and the value of the Well(s) (or the specified zone(s) therein) or other Asset without such Title Defect (taking into account the Allocated Value of the affected Asset); and (e) If make a Title Defect is not effective or does not affect a Well (or the specified zone(s) therein) or other Asset throughout the entire productive life of such Well (or the specified zone(s) therein) or other Asset, such fact shall be taken into account in determining the Title Defect Valueproper valuation.

Title Defect Value. The Title Defect Value shall be determined pursuant to the following guidelines, where applicable: (a) If the Title Defect is that the actual Net Revenue Interest attributable to any Well (or the specified zone(s) therein) is less than that stated in Exhibit B and there is a corresponding proportionate decrease in Working Interest, then the Title Defect Value is the product of the Allocated Value of such Asset multiplied by a fraction, the numerator of which is the difference between the Net Revenue Interest set forth in Exhibit B and the actual Net Revenue Interest, and the denominator of which is the Net Revenue Interest stated in Exhibit B; (b) If the Title Defect results from (i) Seller or the Company Company, as applicable, having a greater Working Interest in a Well (or the specified zone(s) therein) than the Working Interest specified therefor in Exhibit B without a corresponding increase in the Net Revenue Interest or (ii) Seller or the Company Company, as applicable, having a lesser Net Revenue Interest in a Well (or the specified zone(s) therein) than the Net Revenue Interest specified therefor in Exhibit B without a corresponding decrease in the Working Interest for such Well, the Title Defect Value shall be equal to the present value (discounted at 10% compounded annually) of the Parties’ agreed good faith estimate of the decreased value of such Well (or the specified zone(s) therein) for the period from and after the Effective Time which is attributable to such increase in Seller’s or the Company’s ’s, as applicable, Working Interest or decrease in Seller’s or the Company’s ’s, as applicable, Net Revenue Interest; (c) If the Title Defect results from the existence of a lien, security interest, pledge, or collateral assignment, the Title Defect Value shall be an amount sufficient to fully discharge such lien, security interest, pledge, or collateral assignment; (d) If the Title Defect results from any matter not described in paragraphs (a), (b) or (c) above, the Title Defect Value shall be an amount equal to the difference between the value of the Well(s) (or the specified zone(s) therein) or other Asset with such Title Defect and the value of the Well(s) (or the specified zone(s) therein) or other Asset without such Title Defect (taking into account the Allocated Value of the affected Asset); and (e) If a Title Defect is not effective or does not affect a Well (or the specified zone(s) therein) or other Asset throughout the entire productive life of such Well (or the specified zone(s) therein) or other Asset, such fact shall be taken into account in determining the Title Defect Value.

Title Defect Value. The Title Defect Value shall be determined pursuant to the following guidelines, where applicable: (a) If the Title Defect is that the actual Net Revenue Interest attributable to any Lease or Well (or the specified zone(s) therein) is less than that stated in Exhibit B A or Exhibit B, as applicable, and there is a corresponding proportionate decrease in Working Interest, then the Title Defect Value is the product of the Allocated Value of such Asset multiplied by a fraction, the numerator of which is the difference between the Net Revenue Interest set forth in Exhibit B A or Exhibit B, as applicable, and the actual Net Revenue Interest, and the denominator of which is the Net Revenue Interest stated in Exhibit A or Exhibit B, as applicable; (b) If the Title Defect results from (i) the Company Seller having a greater Working Interest in a Lease or Well (or the specified zone(s) therein) than the Working Interest specified therefor in Exhibit B A or Exhibit B, as applicable, without a corresponding increase in the Net Revenue Interest or (ii) the Company Seller having a lesser Net Revenue Interest in a Lease or Well (or the specified zone(s) therein) than the Net Revenue Interest specified therefor in Exhibit B A or Exhibit B, as applicable, without a corresponding decrease in the Working Interest for such Lease or Well, the Parties shall use their best efforts to agree upon a mutually acceptable Title Defect Value based upon the Allocated Value for such Asset; (c) If the Title Defect is that the Net Mineral Acres covered by any Lease is less than the number of Net Mineral Acres set forth on Exhibit A, the Title Defect Value shall be equal to the present value product of (discounted at 10% compounded annuallyi) the shortfall of the Parties’ agreed good faith estimate of the decreased value of such Well (or the specified zone(s) therein) Net Mineral Acres for the period from and after applicable Lease, times (ii) the Effective Time which is attributable to such increase in Allocated Value per Net Mineral Acre for the Company’s Working Interest or decrease in the Company’s Net Revenue Interestaffected Lease; (cd) If the Title Defect results from the existence of a an encumbrance, lien, mortgage, deed of trust, security interest, pledgeor other arrangement substantially equivalent to any of the foregoing, or collateral assignmentwhich is liquidated in amount, the Title Defect Value shall be an amount sufficient to fully discharge such lien, security interest, pledge, or collateral assignment; (de) If the Title Defect results from any matter not described in paragraphs (a), ) - (b) or (cd) above, the Title Defect Value shall be an amount equal to the difference between the value of the Well(s) (or the specified zone(s) therein) or other Asset with such Title Defect and the value of the Well(s) (or the specified zone(s) therein) or other Asset without such Title Defect (taking into account the Allocated Value of the affected Asset); and (e) . If a Title Defect is not effective or does not affect a Well (or the specified zone(s) therein) or other an Asset throughout the entire productive life of such Well (or the specified zone(s) therein) or other Asset, such fact shall be taken into account in determining the Title Defect Value. In no event, however, shall the total of the Title Defect Values related to a particular Asset exceed the Allocated Value of such Asset. The Title Defect Value with respect to a Title Defect shall be determined without any duplication of any costs or losses included in any other Title Defect Value hereunder, or for which Buyer otherwise receives credit in the calculation of the Purchase Price.

Title Defect Value. The If Seller elects not to cure any such Title Defect Value or is unable to cure any such Title Defect prior to the Cure Deadline as provided above, then the value of each such Title Defect (the “Title Defect Value”) shall be determined pursuant to the following guidelines, where applicableas follows: (ai) If if Xxxxx and Seller agree in writing on the Title Defect Value, then that value shall be the Title Defect Value; (ii) if the Title Defect is a Lien that the actual Net Revenue Interest attributable to any Well (or the specified zone(s) therein) secures an obligation that is less than that stated undisputed and liquidated in Exhibit B and there is a corresponding proportionate decrease in Working Interestamount, then the Title Defect Value shall be the amount reasonably necessary to remove such Lien; (iii) if the Title Defect represents a discrepancy between: (A) the actual Net Revenue Interest for a Lease or Well; and (B) the Net Revenue Interest set forth on Annex A-1 for such Lease or on Annex A-2 for such Well (the “Scheduled NRI”), and the Working Interest set forth on Annex A-1 for such Lease or on Annex A-2 for such Well, as applicable, is reduced proportionately, then the Title Defect Value shall be the product of (x) the Allocated Value of such Asset Lease or Well multiplied by (y) a fraction, fraction (1) the numerator of which is the difference between absolute value of the Net Revenue Interest set forth in Exhibit B amount of such discrepancy and the actual Net Revenue Interest, and (2) the denominator of which is the Scheduled NRI for such Lease or Well, except that if the Title Defect does not affect the applicable Lease or Well throughout its entire productive life, the Title Defect Value determined pursuant to this Section 3.1(f)(iii) shall be reduced to take into account the applicable time period only; (iv) if the Title Defect represents a discrepancy between: (A) the actual aggregate Net Acres as to a Lease; and (B) the Net Acres set forth on Annex A-1 for such Lease (the “Scheduled Net Acres”), and there is no change in Net Revenue Interest stated in Exhibit B; (b) If for the Lease resulting from the Title Defect results from (i) the Company having a greater Working Interest in a Well (or the specified zone(s) therein) than the Working Interest specified therefor in Exhibit B without a corresponding increase in the Net Revenue Interest or (ii) the Company having a lesser Net Revenue Interest in a Well (or the specified zone(s) therein) than the Net Revenue Interest specified therefor in Exhibit B without a corresponding decrease in the Working Interest for such WellDefect, then the Title Defect Value shall be equal to the present product of (x) the Allocated Value of such Lease multiplied by (y) a fraction (1) the numerator of which is the absolute value (discounted at 10% compounded annually) of the Parties’ agreed good faith estimate of the decreased value amount of such Well discrepancy and (or 2) the specified zone(s) therein) for the period from and after the Effective Time denominator of which is attributable to the Scheduled Net Acres for such increase in the Company’s Working Interest or decrease in the Company’s Net Revenue InterestLease; (cv) If if the Title Defect results from the existence represents an obligation, encumbrance upon or other defect in title of a lien, security interest, pledge, or collateral assignment, the Title Defect Value shall be an amount sufficient to fully discharge such lien, security interest, pledge, or collateral assignment; (d) If the Title Defect results from any matter type not described in paragraphs (a), (b) or (c) above, the Title Defect Value shall be an amount equal to the difference between the value of the Well(s) (or the specified zone(s) therein) or other Asset with such Title Defect and the value of the Well(s) (or the specified zone(s) therein) or other Asset without such Title Defect (determined by taking into account the Allocated Value of the affected Asset)Lease or Well, the portion of the Lease or Well (or any associated Oil & Gas Interest, including the depths) affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected Lease or Well, and such other reasonable factors as are necessary to make a proper evaluation; (vi) notwithstanding anything to the contrary in this Article 3, and except for any Title Defect for which the Title Defect Value is determined in accordance with Section 3.1(f)(ii) and with respect to which there is recourse to the Company, the sum of all Title Defect Values with respect to any particular Lease or Well shall not exceed the Allocated Value of such Lease or Well; and (evii) If the Title Defect Value with respect to a Title Defect shall be determined without duplication of any costs or Losses included in another Title Defect Value under this Agreement or for which Buyer otherwise receives credit in the calculation of the Purchase Price; provided that (i) a single Title Defect that affects more than one Title Defect Property shall be subject to a single application of the Title Threshold Amount but (ii) for the avoidance of doubt, if a Title Defect is not effective merely of a similar type or does not affect a Well (or the specified zone(s) therein) or other Asset throughout the entire productive life of such Well (or the specified zone(s) therein) or other Assetcircumstance as another Title Defect, such fact Title Defects shall not be taken into account in aggregated for purposes of determining whether the Title Defect ValueValue for any such Title Defect exceeds the Title Threshold Amount.

Title Defect Value. The Title Defect Value shall be determined pursuant to the following guidelines, where applicable: (a) If the Title Defect is that the actual Net Revenue Interest attributable to any Well (or the specified zone(s) therein) is less than that stated in Exhibit B and there is a corresponding proportionate decrease in Working Interest, then the Title Defect Value is the product of the Allocated Value of such Asset multiplied by a fraction, the numerator of which is the difference between the Net Revenue Interest set forth in Exhibit B and the actual Net Revenue Interest, and the denominator of which is the Net Revenue Interest stated in Exhibit B; (b) If the Title Defect results from (i) the Company a Seller Party having a greater Working Interest in a Well (or the specified zone(s) therein) than the Working Interest specified therefor in Exhibit B without a corresponding increase in the Net Revenue Interest or (ii) the Company a Seller Party having a lesser Net Revenue Interest in a Well (or the specified zone(s) therein) than the Net Revenue Interest specified therefor in Exhibit B without a corresponding decrease in the Working Interest for such Well, the Title Defect Value shall be equal to the present value (discounted at 10% compounded annually) of the Parties’ agreed good faith estimate of the decreased value of such Well (or the specified zone(s) therein) for the period from and after the Effective Time which is attributable to such increase in the Companysuch Seller Party’s Working Interest or decrease in the Companysuch Seller Party’s Net Revenue Interest; (c) If the Title Defect results from the existence of a lien, security interest, pledge, or collateral assignment, the Title Defect Value shall be an amount sufficient to fully discharge such lien, security interest, pledge, or collateral assignment; (d) If the Title Defect results from any matter not described in paragraphs (a), (b) ), or (c) above, the Title Defect Value shall be an amount equal to the difference between the value of the Well(s) (or the specified zone(s) therein) or other Asset with such Title Defect and the value of the Well(s) (or the specified zone(s) therein) or other Asset without such Title Defect (taking into account the Allocated Value of the affected Asset); and; (e) If a Title Defect is not effective or does not affect a Well (or the specified zone(s) therein) or other Asset throughout the entire productive life of such Well (or the specified zone(s) therein) or other Asset, such fact shall be taken into account in determining the Title Defect Value.