Common use of Title Threshold and Deductibles Clause in Contracts

Title Threshold and Deductibles. Notwithstanding anything to the contrary, in no event shall there be any adjustments to the Purchase Price or other remedies provided by SM Energy hereunder: (i) for any individual Title Defect for which the Title Defect Amount does not exceed the Individual Title Defect Threshold and (ii) for any Title Defect for which the Title Defect Amount exceeds the Individual Title Defect Threshold unless the sum of (A) the aggregate Title Defect Amounts of all such Title Defects that exceed the Individual Title Defect Threshold (excluding any Title Defect Amounts attributable to Title Defects cured by SM Energy), plus (B) the aggregate Remediation Amounts of all Environmental Defects that exceed the Individual Environmental Threshold (excluding any Remediation Amounts attributable to (1) Environmental Defects cured by SM Energy or (2) Environmental Defect Properties retained by SM Energy pursuant to Section 7.1(b)(ii)), exceeds [***] of the unadjusted Purchase Price (the “Aggregate Deductible”), after which point Buyer shall be entitled to adjustments to the Purchase Price only with respect to such Title Defects in excess of the Aggregate Deductible. For the avoidance of doubt, if SM Energy elects to cure any Title Defect pursuant to Section 6.2(c)(ii), the Title Defect Amount relating to such Title Defect Property will not be counted toward the Aggregate Deductible, unless SM Energy is unable to cure such Title Defect during the Cure Period.

Title Threshold and Deductibles. Notwithstanding anything to the contrary, in no event shall there be any adjustments to the Purchase Price or other remedies provided by SM Energy hereunderhereunder or under the Assignment: (i) for any individual Title Defect for which the Title Defect Amount Amount, or any Subject Special Warranty Claim the amount of which, in either case, does not exceed the Individual Title Defect Threshold and (ii) for any Title Defect for which the Title Defect Amount or Subject Special Warranty Claim the amount of which, in either case, exceeds the Individual Title Defect Threshold unless the sum of (A) the aggregate Title Defect Amounts of all such Title Defects that exceed the Individual Title Defect Threshold (excluding any Title Defect Amounts attributable to Title Defects cured by SM EnergySM), plus (B) the aggregate Remediation Amounts of all Environmental Defects that exceed the Individual Environmental Threshold (excluding any Remediation Amounts attributable to (1) Environmental Defects cured by SM Energy or (2) Environmental Defect Properties retained by SM Energy pursuant to Section 7.1(b)(ii7.1(b)(iii)), plus (C) the aggregate amount of all Subject Special Warranty Claims that exceed the Individual Title Defect Threshold (excluding the amounts of any Subject Special Warranty Claims cured by SM), exceeds [***] one and a half percent (1.5%) of the unadjusted Purchase Price (the “Aggregate Deductible”), after which point Buyer Buyers shall be entitled to to, as applicable, adjustments to the Purchase Price only with respect to such Title Defects in excess of the Aggregate Deductible. For Deductible or Subject Special Warranty Claims against SM under the avoidance Assignment pursuant to the special warranty of doubttitle contained therein, if SM Energy elects but in each case only with respect to cure any Title Defect pursuant to Section 6.2(c)(ii), Amounts or Subject Special Warranty Claims amounts which in the Title Defect Amount relating to such Title Defect Property will not be counted toward aggregate are in excess of the Aggregate Deductible (after the consideration of the other amounts applied against the Aggregate Deductible, unless SM Energy is unable to cure such Title Defect during the Cure Period).

Title Threshold and Deductibles. Notwithstanding anything to the contrary, in no event shall there be any adjustments to the Purchase Price Carried Cost Obligation or other remedies provided by SM Energy hereunder: hereunder (i) for any individual Title Defect for which the Title Defect Amount does not exceed the Individual Title Defect Threshold and Threshold; or (ii) for any Title Defect for which the Title Defect Amount exceeds does exceed the Individual Title Defect Threshold Threshold, unless the sum of (A) the aggregate Title Defect Amounts of all such Title Defects that exceed the Individual Title Defect Threshold (excluding any Title Defect Amounts attributable to (1) Title Defects cured by SM Energyor (2) Title Defects for which SM indemnifies Mitsui pursuant to Section 4.2(d)(ii)), plus (B) the aggregate Remediation Amounts of all Environmental Defects that exceed the Individual Environmental Threshold (excluding any Remediation Amounts attributable to (1) Environmental Defects cured by SM Energy or (2) Environmental Defect Properties retained by Defects for which SM Energy indemnifies Mitsui pursuant to Section 7.1(b)(ii5.1(c)(ii)), exceeds [***] 1.5% of the unadjusted Purchase Price Carried Cost Obligation (the “Aggregate Deductible”), after which point Buyer Mitsui shall be entitled to indemnification or adjustments to the Purchase Price Carried Cost Obligation only with respect to such Title Defects Defect Amounts in excess of the Aggregate Deductible. For the avoidance of doubt, if SM Energy elects (x) the Aggregate Deductible has been exceeded as set forth above and Mitsui is therefore entitled to cure any a remedy for Title Defect pursuant Amounts in excess of the Aggregate Deductible, and (y) the Parties mutually select the remedy set forth in Section 4.2(d)(ii) with respect to Section 6.2(c)(ii)any such Title Defect Amounts in excess of the Aggregate Deductible, then, as set forth above, the Title Defect Amount relating to for such Title Defect Property (but only to the extent of the Title Defect Amount subject to the indemnity) will not no longer be counted toward towards the computation of (a) whether the Aggregate DeductibleDeductible has been exceeded, unless SM Energy is unable and (b) any adjustments to cure such Title Defect during the Cure PeriodCarried Cost Obligation.

Title Threshold and Deductibles. Notwithstanding anything to the contrary, in no event shall there be any adjustments to the Purchase Price or other remedies provided by SM Energy hereunderhereunder or under the Assignment: (i) for any individual Title Defect for which the Title Defect Amount does not exceed the Individual Title Defect Threshold and (ii) for any Title Defect for which the Title Defect Amount exceeds the Individual Title Defect Threshold unless the sum of (A) the aggregate Title Defect Amounts of all such Title Defects that exceed the Individual Title Defect Threshold (excluding any Title Defect Amounts attributable to Title Defects cured by SM Energy), plus (B) exceeds the aggregate Remediation Amounts of all Environmental Defects that exceed the Individual Environmental Threshold (excluding any Remediation Amounts attributable to (1) Environmental Defects cured by SM Energy or (2) Environmental Defect Properties retained by SM Energy pursuant to Section 7.1(b)(ii)), exceeds [***] of the unadjusted Purchase Price (the “Aggregate Title Deductible”), after which point Buyer shall be entitled to adjustments to the Purchase Price only with respect to such Title Defects in excess of the Aggregate Title Deductible. For the avoidance of doubt, if SM Energy elects to cure transfer, convey and assign any Title Defect Property pursuant to Section 6.2(c)(ii), the Purchase Price shall not be reduced by the Title Defect Amount of such Title Defect Property and the Title Defect Amount relating to such Title Defect Property will not be counted toward the Aggregate Title Deductible, unless SM Energy is unable to cure such Title Defect during the Cure Period, in which case the Purchase Price shall be adjusted as provided in Section 6.2(c)(ii). If a single Title Defect or series of related Title Defects affects several Well Locations in the same drilling or spacing unit, then such Title Defect(s) shall be deemed to have exceeded the Individual Title Defect Threshold if the total amount by which such Title Defect(s) reduce(s) the Allocated Value(s) of all the affected Well Locations exceed(s) the Individual Title Defect Threshold.

Title Threshold and Deductibles. Notwithstanding anything to the contrary, in no event shall there be any adjustments to the Purchase Price or other remedies provided by SM Energy hereunder: (i) for any individual Title Defect for which the Title Defect Amount does not exceed the Individual Title Defect Threshold and (ii) for any Title Defect for which the Title Defect Amount exceeds the Individual Title Defect Threshold unless the sum of (A) the aggregate Title Defect Amounts of all such Title Defects that exceed the Individual Title Defect Threshold (excluding any Title Defect Amounts attributable to Title Defects cured by SM Energy), plus (B) the aggregate Remediation Amounts of all Environmental Defects that exceed the Individual Environmental Threshold (excluding any Remediation Amounts attributable to (1) Environmental Defects cured by SM Energy or (2) Environmental Defect Properties retained by SM Energy pursuant to Section 7.1(b)(ii)Energy), minus (C) all Title Benefit Amounts, exceeds [***] of the unadjusted Purchase Price Twenty Million Dollars ($20,000,000) (the “Aggregate Deductible”), after which point Buyer shall be entitled to adjustments to the Purchase Price only with respect to such Title Defects in excess of the Aggregate Deductible. For the avoidance of doubt, if SM Energy elects to cure any Title Defect pursuant to Section 6.2(c)(ii‎6.2(c)(ii), the Title Defect Amount relating to such Title Defect Property will not be counted toward the Aggregate Deductible, unless SM Energy is unable to cure such Title Defect during the Cure Period, nevertheless all such amounts shall be deposited in the Escrow Account as set forth in Section ‎6.2‎(c)‎(ii).

Title Threshold and Deductibles. Notwithstanding anything to the contrary, in no event shall there be any adjustments to the Purchase Price or other remedies provided by SM Energy hereunderhereunder or under the Assignment: (i) for any individual Title Defect for which the Title Defect Amount Amount, or any Subject Special Warranty Claim the amount of which, in either case, does not exceed the Individual Title Defect Threshold and (ii) for any Title Defect for which the Title Defect Amount or Subject Special Warranty Claim the amount of which, in either case, exceeds the Individual Title Defect Threshold unless the sum of (A) the aggregate Title Defect Amounts of all such Title Defects that exceed the Individual Title Defect Threshold (excluding any Title Defect Amounts attributable to Title Defects cured by SM Energy), plus (B) the aggregate Remediation Amounts of all Environmental Defects that exceed the Individual Environmental Threshold (excluding any Remediation Amounts attributable to (1) Environmental Defects cured by SM Energy or (2) Environmental Defect Properties retained by SM Energy pursuant to Section 7.1(b)(ii7.1(b)(iii)), plus (C) the aggregate amount of all Subject Special Warranty Claims that exceed the Individual Title Defect Threshold (excluding the amounts of any Subject Special Warranty Claims cured by SM Energy), exceeds [***] 5.0% of the unadjusted Purchase Price (the “Aggregate Deductible”), after which point Buyer shall be entitled to adjustments to the Purchase Price only with respect to such Title Defects in excess of the Aggregate Deductible. For the avoidance of doubt, if SM Energy elects to cure transfer, convey and assign any Title Defect Property pursuant to Section 6.2(c)(ii), the Purchase Price shall not be reduced by the Title Defect Amount of such Title Defect Property and the Title Defect Amount relating to such Title Defect Property will not be counted toward the Aggregate Deductible, unless SM Energy is unable to cure such Title Defect during the Cure Period.