Common use of Valuation of Title Defects and Additional Interests Clause in Contracts

Valuation of Title Defects and Additional Interests. If the adjustment is for an item other than as set forth in (a) or (b) above, Buyer and Seller shall endeavor to mutually agree on the amount of the Base Purchase Price adjustment. If the Parties cannot agree to the existence of a Title Defect or Additional Interests or the applicable adjustment, the matter shall be resolved in accordance with the dispute resolution provisions in Section 20.3. Any such item shall be referred to as an “Open Defect”. Notwithstanding any of the preceding provisions of this Article 7, all adjustments applicable to Title Defects or Additional Interests shall be made prior to Closing which Closing shall be extended until resolution of any disputes relating to the Title Defects or Additional Interests; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not, in the aggregate, exceed fifteen percent (15%) of the Base Purchase Price, then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute unless Seller elects exclusion of the affected Assets. Notwithstanding anything to the contrary herein, the amount of any Base Purchase Price adjustment for any Title Defect shall be determined without duplication of any costs or losses included in any other adjustments for Title Defects hereunder, or for which Buyer otherwise receives a downward adjustment in the Base Purchase Price. For all Title Defects and Additional Interests, subject to the proviso of Section 7.1, Seller shall (i) in the case of Title Defects, elect to either: (1) sell to Buyer the entire Well(s) or Unit Lease(s) affected by the Title Defect but reduce the Base Purchase Price by the agreed upon amount associated with such Title Defect, (2) exclude from this transaction any Well or Unit Lease affected by the Title Defect and reduce the Base Purchase Price for the entire Allocated Value of the Well(s) or Unit Lease(s) so excluded, or (3) if the Asset is excluded from this transaction pursuant to clause (2) above and Seller cures the Title Defect to Buyer’s reasonable satisfaction prior to one hundred eighty (180) days after Closing, Buyer shall purchase the said excluded Asset for its Allocated Value as of the Effective Time; or (ii) in the case of an Additional Interest, sell to Buyer the entire Well(s) or Unit Lease(s) affected by the Additional Interest at the original Allocated Value set forth on either Exhibit “C” attributable to such Wxxxx and/or Unit Leases increased by the agreed upon amount associated with such Additional Interest.

Valuation of Title Defects and Additional Interests. If the adjustment is for an item other than as set forth in (a) or (b) above, Buyer and Seller shall endeavor to mutually agree on the amount of the Base Purchase Price adjustment. If the Parties cannot agree to the existence of a Title Defect or Additional Interests or the applicable adjustment, the matter shall be resolved in accordance with the dispute resolution provisions in Section 20.3. Any such item shall be referred to as an “Open DefectMatter”. Notwithstanding any of the preceding provisions of this Article 7, all adjustments applicable to Title Defects or Additional Interests shall be made prior to Closing which Closing shall be extended until resolution of any disputes relating to the Title Defects or Additional Interests; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects Matters (excluding Additional Interests), in each case that are alleged in good faith, do not, in the aggregate, exceed fifteen twenty-five percent (1525%) of the Base Purchase Price, then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute unless Seller elects exclusion of the affected Assets; provided that the Closing may also be delayed at Seller’s election in the event that Buyer seeks to terminate this Agreement in accordance with Section 7.6. Notwithstanding anything to the contrary herein, the amount of any Base Purchase Price adjustment for any Title Defect shall be determined without duplication of any costs or losses included in any other adjustments for Title Defects hereunder, or for which Buyer otherwise receives a downward adjustment in the Base Purchase Price. For all Title Defects and Additional Interests, subject to the proviso provisions of Section 7.1, Seller shall (i) in the case of Title Defects, elect to either: (1) sell to Buyer the entire Well(s) or Unit Lease(s) affected by the Title Defect but reduce the Base Purchase Price by the agreed upon amount associated with such Title Defect, Defect or (2) if, and only if, the amount of the Title Defect exceeds fifty percent (50%) of the Allocated Value of the Lease(s) or Well(s) subject to such Title Defect, exclude from this transaction any Well or Unit Lease affected by the Title Defect and reduce the Base Purchase Price for the entire Allocated Value of the Well(s) or Unit Lease(s) so excluded; provided, however, that if any such Well or (3) if Lease affected by the Asset Title Defect is excluded from this transaction pursuant to this clause (2) above and Seller cures the Title Defect to Buyer’s reasonable satisfaction prior to one hundred eighty (180) days after Closing, Buyer shall purchase the said excluded Asset for its Allocated Value as of the Effective Time; or (ii) in the case of an Additional Interest, sell to Buyer the entire Well(s) or Unit Lease(s) affected by the Additional Interest at the original Allocated Value set forth on either Exhibit “CC-1” or Exhibit “C-2” attributable to such Wxxxx and/or Unit Xxxxx or Leases as applicable, increased by the agreed upon amount associated with such Additional Interest. If, after the end of the one hundred eighty (180) day cure period, Seller and Buyer are unable to agree on the existence or extent of any Title Defect (or cure thereof), Additional Interest or the amounts to be attributable thereto, such dispute(s) shall be exclusively and finally resolved in accordance with the provisions of Section 20.3.

Valuation of Title Defects and Additional Interests. (a) If the adjustment is for an item other than as set forth in (a) Section 7.4.1 or (b) 7.4.2 above, Buyer and Seller shall endeavor to mutually agree on the amount of the Base Purchase Price adjustment. If the Parties cannot agree to the existence of a Title Defect or Additional Interests or the applicable adjustment, the matter shall be resolved in accordance with the dispute resolution provisions in Section 20.3. Any such item shall be referred to as an “Open Defect”. Notwithstanding any of the preceding provisions of this Article 7Section 7.4, all adjustments applicable to Title Defects or Additional Interests shall be made prior to Closing which Closing shall be extended until resolution of any disputes relating to the Title Defects or Additional Interests; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not, in the aggregate, exceed fifteen twenty five percent (1525%) of the Base Purchase PricePrice (the “Termination Threshold”), then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty ten (3010) days Business Days following the final resolution of the dispute unless Seller elects exclusion of the affected Assets. Notwithstanding anything dispute. (b) Subject to the contrary hereinprovisions of Section 7.5, the amount of any Base Purchase Price adjustment for any Title Defect shall be determined without duplication of any costs or losses included in any other adjustments for Title Defects hereunder, or for which Buyer otherwise receives a downward adjustment in the Base Purchase Price. For all Title Defects and Additional Interests, subject to the proviso of Section 7.1Defects, Seller shall (i) in the case of Title Defects, elect to either: : (1i) sell to Buyer the entire Well(s) or Unit Lease(sAsset(s) affected by the Title Defect but reduce the Base Purchase Price by the agreed upon amount associated with such Title Defect, ; or (2ii) exclude from this transaction any Well or Unit Lease sell to Buyer the entire Asset(s) affected by the Title Defect and reduce with no reduction in the Base Purchase Price for the entire Allocated Value of the Well(s) or Unit Lease(s) so excluded, or (3) if the Asset is excluded from this transaction pursuant and attempt to clause (2) above and Seller cures the cure such Title Defect to Buyer’s reasonable satisfaction prior to one hundred eighty ninety (18090) days after Closing, Buyer provided that (i) if Seller is able to cure such Title Defect within ninety (90) days after Closing, then there shall purchase be no adjustment to the said excluded Asset for its Allocated Value as of the Effective Time; Base Purchase Price, or (ii) in if Seller is unable to cure such Title Defect within ninety (90) days after Closing, then the case of an Additional Interest, sell to Buyer the entire Well(s) or Unit Lease(s) affected by the Additional Interest at the original Allocated Value set forth on either Exhibit “C” attributable to such Wxxxx and/or Unit Leases increased Base Purchase Price shall be reduced by the agreed upon amount associated with such Additional InterestTitle Defect (for the avoidance of doubt, if the Parties cannot agree on whether or not any such Title Defect was cured within such time period, such matter shall be resolved in accordance with the dispute resolution provisions in Section 20.3).

Valuation of Title Defects and Additional Interests. If the adjustment is for an item other than as set forth in (a) or (b) above, Buyer and Seller Sellers shall endeavor to mutually agree on the amount of the Base Purchase Price adjustment. If the Parties cannot agree to the existence of a Title Defect or Additional Interests or the applicable adjustment, the matter shall be resolved in accordance with the dispute resolution provisions in Section 20.3. Any such item shall be referred to as an “Open Defect”. Notwithstanding any of the preceding provisions of this Article 7, all adjustments applicable to Title Defects or Additional Interests shall be made prior to Closing which Closing shall be extended until resolution of any disputes relating to the Title Defects or Additional Interests; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not, in the aggregate, exceed fifteen five percent (155%) of the Base Purchase Price, then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute unless Seller elects Sellers elect exclusion of the affected Assets. For purpose of the foregoing, if an Open Defect applies to a Key Facility, then the Assets serviced by such Key Facility shall be deemed subject to the dispute and shall be excluded from Closing, and subject to the subsequent Closing following final resolution of the dispute. Notwithstanding anything to the contrary herein, the amount of any Base Purchase Price adjustment for any Title Defect shall be determined without duplication of any costs or losses included in any other adjustments for Title Defects hereunder, or for which Buyer otherwise receives a downward adjustment in the Base Purchase Price. For all Title Defects and Additional Interests, subject to the proviso of Section 7.1, Seller Sellers shall (i) in the case of Title Defects, elect to either: (1) sell to Buyer the entire Well(s) or Unit Lease(s) affected by the Title Defect but reduce the Base Purchase Price by the agreed upon amount associated with such Title Defect, (2) exclude from this transaction any Well or Unit Lease affected by the Title Defect and reduce the Base Purchase Price for the entire Allocated Value of the Well(s) or Unit Lease(s) so excluded, or (3) if the Asset is excluded from this transaction pursuant to clause (2) above and Seller cures Sellers cure the Title Defect to Buyer’s reasonable satisfaction prior to one hundred eighty (180) days after Closing, Buyer shall purchase the said excluded Asset for its Allocated Value as of the Effective Time; or (ii) in the case of an Additional Interest, sell to Buyer the entire Well(s) or Unit Lease(s) affected by the Additional Interest at the original Allocated Value set forth on either Exhibit “CC-1” attributable to such Wxxxx and/or Unit Leases Xxxxx increased by the agreed upon amount associated with such Additional Interest. In regard to Buyer’s election to exclude set forth above, common ownership is considered essential for the following groups of Assets (each an “Asset Group”) because of common facilities and common infrastructure, and operational efficiencies: Asset Group 1: Xxx Xxxxx Lease and the various Xxx Xxxxx Xxxxx located on the leased premises of Xxx Xxxxx Lease (including the mineral interest in the leased premises of the Xxx Xxxxx Lease); the Sisters Lease and the Sisters No. 2 Well located on the Sisters Lease; the Xxxx Lease and the Xxxx No. 1 and No. 2 Xxxxx located on the Xxxx Lease; and the Xxxxx Xxxx Oil Unit, and the Xxxxx Xxxx Unit No. 1 Well located on this unit.

Valuation of Title Defects and Additional Interests. If the adjustment is for an item other than as set forth in (aSection 7.5(a) or (b7.5(b) above, Buyer and Seller shall endeavor to mutually agree on the amount of the Base Purchase Price adjustment, taking into account the Allocated Value of the affected Asset, the portion of the Asset affected by the Title Defect, the legal effect of the Title Defect, the values placed upon the Title Defect by Buyer and Seller, and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect amount shall not be greater than the reasonable cost and expense of curing such Title Defect. If the Parties cannot agree to the existence of a Title Defect or Additional Interests Interest or the applicable adjustment, the matter shall be resolved in accordance with the dispute resolution provisions in Section 20.319.4. Any such item shall be referred to as an “Open DefectMatter”. Notwithstanding any of the preceding provisions of this Article 7, all adjustments applicable to Title Defects or Additional Interests shall be made prior to Closing the Closing, which Closing shall be extended until resolution of any disputes relating to the Title Defects or Additional Interests; provided, however, that if adjustments for alleged Title Defects, Defects and Environmental Defects, Casualty Defects in each case that are alleged in good faith and Open Defects not otherwise cured by Seller, do not, in the aggregate, exceed fifteen percent (15%) of the Base Purchase PricePrice (subject to Seller’s rights pursuant to Section 7.7(b)), then the Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and the Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute unless Seller elects exclusion of the affected Assets; provided, that the Closing may also be delayed at Seller’s election in the event that Buyer seeks to terminate the Agreement in accordance with Section 7.7. Notwithstanding anything to the contrary herein, the amount of any Base Purchase Price adjustment for any Title Defect shall be determined without duplication of any costs or losses included in any other adjustments for Title Defects hereunder, or for which Buyer otherwise receives a downward adjustment in the Base Purchase Price. Further, the aggregate sum of all Title Defect Amounts attributable to the effects of all Title Defects upon any Asset shall not exceed the lesser of the Allocated Value of the affected Asset and the reasonable cost to cure such Title Defects. For all Title Defects and Additional Interests, subject to the proviso of Section 7.1, Seller shall (i) in the case of Title Defects, elect to either: (1) cure the applicable Title Defect on or prior to the Closing; (2) sell to Buyer the entire Well(s), Inventory Location(s) or Unit (along with the corresponding Lease(s)) affected by the Title Defect but reduce the Base Purchase Price by the agreed agreed-upon amount Title Defect Amount associated with such Title Defect; provided, however, that if Seller is able to cure the applicable Title Defect(s) on or before the expiration of the Cure Period, then Seller shall include an upward adjustment in the Final Settlement Statement (2or in an updated version thereof if cured after the Final Settlement Statement has been finalized pursuant to Section 11.3) equal to the agreed-upon Title Defect Amount associated with such Title Defect(s); provided, further, however, that if the Title Defect Amount as finally decided between the Parties or pursuant to Section 19.4, as applicable, is less than the Title Defect Amount used for the Base Purchase Price adjustment in the Closing Settlement Statement, then Seller shall include an upward adjustment in the Final Settlement Statement (or in an updated version thereof if finally determined or resolved after the Final Settlement Statement has been finalized pursuant to Section 11.3) equal to the amount that the applicable Title Defect Amount (as set forth in the Closing Settlement Statement) exceeds the applicable Title Defect Amount, as finally determined; (3) exclude from this transaction any Well or Unit Lease affected by the Title Defect and reduce the Base Purchase Price for by the entire Allocated Value of the Well(s), Inventory Location(s) or Unit (due to the exclusion of the corresponding Lease(s)) so excluded, ; or (34) if the Asset is excluded from this transaction pursuant to clause (23) above and Seller cures the Title Defect to Buyer’s reasonable satisfaction prior to one hundred eighty (180) days after Closingexpiration of the Cure Period, Buyer shall purchase the said such excluded Asset for its Allocated Value as of the Effective Time; or (ii) in the case of an Additional Interest, sell to Buyer the entire Well(s), Inventory Location(s) or Unit (along with the corresponding Lease(s)) affected by the Additional Interest at the original Allocated Value set forth on either Exhibit “CE-1” or Exhibit “E-2”, as applicable, attributable to such Wxxxx Xxxxx and/or Unit Leases Inventory Locations, increased by the agreed agreed-upon amount associated with such Additional Interest. If, after the end of the Cure Period, Seller and Buyer are unable to agree upon the existence or extent of any Title Defect (or cure thereof), Additional Interest or the amounts to be attributable thereto, such dispute(s) shall be exclusively and finally resolved in accordance with the dispute provisions of Section 19.4. Notwithstanding anything herein to the contrary, in no event shall there be any adjustments to the Base Purchase Price or other remedies provided by Seller for any individual Title Defect for which the Title Defect Amount does not exceed Seventy-Five Thousand and No/100 Dollars ($75,000.00) (the “Individual Title Defect Threshold”).