Common use of Alleged Title Defects Clause in Contracts

Alleged Title Defects. As soon as reasonably practicable (and on an ongoing basis), but in no event later than one hundred twenty (120) Days after Closing, Buyer shall notify Seller of any Properties which are subject to Alleged Title Defect(s). Buyer's notice asserting Alleged Title Defect(s) shall include a description and full explanation (including any and all supporting documentation associated therewith) of each Alleged Title Defect being claimed and a value which Buyer in good faith attributes to curing the same. Seller, during said one hundred twenty (120) Day period, shall have the right to notify Buyer of any increases in Net Revenue Interest or decreases in Working Interest in the Properties and request a corresponding adjustment where the increase in value applicable to an individual well or location listed on Exhibit A exceeds $75,000 ("Title Increase"); provided, however, that Title Increase shall give rise to increases to the Purchase Price or be used as credits against adjustments that would otherwise be made for Title Defects only to the extent the aggregate value of all Title Increases exceeds $10,000,000. Buyer and Seller shall meet from time to time as necessary in an attempt to mutually agree on a proposed resolution with respect to the Alleged Title Defect(s) raised by Buyer and increases in Net Revenue Interest or decreases in Working Interest raised by Seller. The value allocated to each Property as set forth on Exhibit "A" and the costs to cure such title defects shall be used by the parties to determine the amount of any adjustment, if any, due to the existence of an Alleged Title Defect. It is recognized that good faith differences of opinion may exist between Buyer and Seller in connection with the Alleged Title Defect(s) raised by Buyer and adjustments to the Net Revenue Interests or Working Interests raised by Seller, including without limitation, disputes as to: (a) whether or not the alleged defect constitutes an Alleged Title Defect within the meaning of this Agreement, (b) whether or not the magnitude of the Alleged Title Defect exceeds the threshold amount set forth in Article 1.4, (c) whether or not the Alleged Title Defect raised by Buyer was properly and timely asserted by Buyer pursuant to this Article, and/or (d) the appropriate upward or downward adjustment to the Purchase Price, if any, on account of a change in the Net Revenue Interest or Working Interests from those set forth in Exhibit "A". If any such differences of opinion are not resolved by mutual agreement of Buyer and Seller, either party shall have the right, exercisable within one hundred eighty (180) Days after Closing, to initiate binding arbitration in accordance with Article 19.1, using arbitrators who are attorney(s) licensed in the state where the Property at issue is located and who have at least ten (10) years oil and gas title experience.

Alleged Title Defects. As soon as reasonably practicable (and on an ongoing basis), but in no event later than one hundred twenty three (1203) Days after business days prior to Closing, Buyer shall notify Seller of any Properties Assets which are subject to Alleged Title Defect(s). As used herein, Alleged Title Defect shall mean a deficiency in title with respect to an Interest such that Seller owns less than the Net Revenue Interest shown on Exhibit B or such that Seller owns more than the Working Interest shown on Exhibit B without a corresponding increase in the Net Revenue Interest. Buyer's notice asserting Alleged Title Defect(s) shall include a description and full explanation (including any and all supporting documentation associated therewith) of each Alleged Title Defect being claimed and a value which Buyer in good faith attributes to curing the same. Seller, during said one hundred twenty (120) Day period, Seller shall have the right to notify Buyer of any increases in Net Revenue Interest or decreases in Working Interest in the Properties Assets and request a corresponding adjustment where the increase in value applicable to an individual well or location listed on Exhibit A exceeds $75,000 ("Title Increase"); provided, however, that Title Increase shall give rise to increases to the Purchase Price or be used as credits against adjustments that would otherwise be made for Title Defects only to the extent the aggregate value of all Title Increases exceeds $10,000,000adjustment. Buyer and Seller shall meet from time to time as necessary in an attempt to mutually agree on a proposed resolution with respect to the Alleged Title Defect(s) raised by Buyer and increases in Net Revenue Interest or decreases in Working Interest raised by Seller. The value allocated to each Property Asset as set forth on Exhibit "AB" and the costs to cure such title defects shall be used by the parties to determine the amount of any adjustment, if any, due to the existence of an Alleged Title Defect. It is recognized that good faith differences of opinion may exist between Buyer and Seller in connection with the Alleged Title Defect(s) raised by Buyer and adjustments to the Net Revenue Interests or Working Interests raised by Seller, including without limitation, disputes as to: (a) whether or not the alleged defect constitutes an Alleged Title Defect within the meaning of this Agreement, (b) whether or not the magnitude of the Alleged Title Defect exceeds the threshold amount set forth in Article 1.4, (c) whether or not the Alleged Title Defect raised by Buyer was properly and timely asserted by Buyer pursuant to this Article, and/or or (dc) the appropriate upward or downward adjustment to the Purchase Priceadjustment, if any, on account of a change in the Net Revenue Interest or Working Interests Interest from those set forth in Exhibit "AB". If any such differences of opinion are not resolved by mutual agreement of Buyer and Seller, either party shall have the right, exercisable within one hundred eighty (180) Days after prior to Closing, to initiate binding arbitration in accordance with Article 19.1, using arbitrators who are attorney(s) submit all information relating to the Alleged Title Defect to a mutually agreeable attorney licensed in the state where the Property property at issue is located and who shall have at least ten (10) years oil and gas title experienceexperience for resolution of the difference of opinion. If such dispute is not resolved prior to Closing, Closing shall proceed on the basis of Seller's valuation, subject to an obligation to refund any amount, determined under the process outlined above, of any Title Defect that has been so determined.

Alleged Title Defects. As soon (a) Except for any claims asserted under the special warranty of title contained in the Assignment Agreements, as reasonably practicable a condition to any right to an adjustment to the Purchase Price under and to the extent provided in this Article 8, no later than 5:00 p.m. Central Standard Time on October 14, 2021 (and on an ongoing basisthe “Defect Claim Time”), but Buyer may, if it elects to do so, notify Seller in no event later than one hundred twenty writing of any matter that Buyer in good faith believes would constitute a Title Defect (120) Days after Closingany such matter, an “Alleged Title Defect” and each such notice, an “Alleged Title Defects Notice”). Buyer shall provide Seller with weekly updates concerning the progress of Buyer’s title due diligence on or before 4:00 p.m. local time in Dallas, Texas on the Friday of each week prior to the Defect Claim Time, which notice may be preliminary in nature and supplemented prior to the Defect Claim Time; provided, however, that Buyer’s failure to deliver such notices shall not waive Buyer’s right to notify Seller of Title Defects on or prior to the Defect Claim Time or prejudice Buyer’s rights in connection with any Properties which are such Title Defect or subject Buyer to any liability hereunder. Any Alleged Title Defect(s). Buyer's notice asserting Alleged Title Defect(s) shall Defects Notice must include a reasonably detailed description and full explanation (including any and all available supporting documentation associated therewithin Buyer’s possession) of each Alleged Title Defect being claimed claimed, the Lease or Well affected, and a value which the calculation of the Title Defect Amount that Buyer in good faith attributes to curing the same. Seller, during said one hundred twenty (120) Day period, shall have the right to notify Buyer of any increases in Net Revenue Interest or decreases in Working Interest in the Properties and request a corresponding adjustment where the increase in value applicable to an individual well or location listed on Exhibit A exceeds $75,000 ("Title Increase"); provided, however, that Title Increase shall give rise to increases to the Purchase Price or be used as credits against adjustments that would otherwise be made for Title Defects only to the extent the aggregate value of all Title Increases exceeds $10,000,000. Buyer and Seller shall meet from time to time as necessary in an attempt to mutually agree on a proposed resolution with respect to the Alleged Title Defect(s) raised by Buyer and increases in Net Revenue Interest or decreases in Working Interest raised by Seller. The value allocated to each Property as set forth on Exhibit "A" and the costs to cure such title defects shall be used by the parties to determine the amount of any adjustment, if any, due to the existence of an Alleged Title Defect. It is recognized that good faith differences of opinion may exist between Buyer and Seller in connection with the Alleged Title Defect(s) raised by Buyer and adjustments to the Net Revenue Interests or Working Interests raised by Seller, including without limitation, disputes as to: (a) whether or not the alleged defect constitutes an Alleged Title Defect within the meaning of this Agreement, (b) whether or not the magnitude of the Alleged Title Defect exceeds the threshold amount set forth in Article 1.4, (c) whether or not the Alleged Title Defect raised by Buyer was properly and timely asserted by Buyer pursuant to this Article, and/or (d) the appropriate upward or downward adjustment to the Purchase Price, if any, on account of a change in the Net Revenue Interest or Working Interests from those set forth in Exhibit "A". If any such differences of opinion are not resolved by mutual agreement of Buyer and Seller, either party shall have the right, exercisable within one hundred eighty (180) Days after Closing, to initiate binding arbitration in accordance with Article 19.1, using arbitrators who are attorney(s) licensed in the state where the Property at issue is located and who have at least ten (10) years oil and gas title experience.

Alleged Title Defects. As soon as reasonably practicable (and on an --------------------- ongoing basis), but in no event later than one hundred twenty (120) Days after Closing, Buyer shall notify Seller of any Properties which are subject to Alleged Title Defect(s). Buyer's notice asserting Alleged Title Defect(s) shall include a description and full explanation (including any and all supporting documentation associated therewith) of each Alleged Title Defect being claimed and a value which Buyer in good faith attributes to curing the same. Seller, during said one hundred twenty (120) Day period, shall have the right to notify Buyer of any increases in Net Revenue Interest or decreases in Working Interest in the Properties and request a corresponding adjustment where the increase in value applicable to an individual well or location listed on Exhibit A exceeds $75,000 ("Title Increase"); provided, however, that Title Increase shall give rise to increases to the Purchase Price or be used as credits against adjustments that would otherwise be made for Title Defects only to the extent the aggregate value of all Title Increases exceeds $10,000,000adjustment. Buyer and Seller shall meet from time to time as necessary in an attempt to mutually agree on a proposed resolution with respect to the Alleged Title Defect(s) raised by Buyer and increases in Net Revenue Interest or decreases in Working Interest raised by Seller. The value allocated to each Property as set forth on Exhibit "A" and the costs to cure such title defects shall be used by the parties to determine the amount of any adjustment, if any, due to the existence of an Alleged Title Defect. It is recognized that good faith differences of opinion may exist between Buyer and Seller in connection with the Alleged Title Defect(s) raised by Buyer and adjustments to the Net Revenue Interests or Working Interests raised by Seller, including without limitation, disputes as to: (a) whether or not the alleged defect constitutes an Alleged Title Defect within the meaning of this Agreement, (b) whether or not the magnitude of the Alleged Title Defect alleged defect individually or in the aggregate exceeds the threshold amount amounts set forth in Article 1.4, (c) whether or not the Alleged Title Defect raised by Buyer was properly and timely asserted by Buyer pursuant to this Article, and/or (d) the appropriate upward or downward adjustment to the Purchase Priceadjustment, if any, on account of a change in the Net Revenue Interest or Working Interests from those set forth in Exhibit "A"," Attachment 1. If any such differences of opinion are not resolved by mutual agreement of Buyer and Seller, either party shall have the right, exercisable within one hundred eighty (180) Days after Closing, to initiate binding arbitration in accordance with Article 19.118.1, using arbitrators who are attorney(s) licensed in the state where the Property at issue is located and who have at least ten (10) years oil and gas title experience.

Alleged Title Defects. As soon as reasonably practicable (and on an --------------------- ongoing basis), but in no event later than one hundred twenty (120) Days after Closing, Buyer shall notify Seller of any Properties which are subject to Alleged Title Defect(s). Buyer's notice asserting Alleged Title Defect(s) shall include a description and full explanation (including any and all supporting documentation associated therewith) of each Alleged Title Defect being claimed and a value which Buyer in good faith attributes to curing the same. Seller, during said one hundred twenty (120) Day period, shall have the right to notify Buyer of any increases in Net Revenue Interest or decreases in Working Interest in the Properties and request a corresponding adjustment where the increase in value applicable to an individual well or location listed on Exhibit A exceeds $75,000 ("Title Increase"); provided, however, that Title Increase shall give rise to increases to the Purchase Price or be used as credits against adjustments that would otherwise be made for Title Defects only to the extent the aggregate value of all Title Increases exceeds $10,000,000adjustment. Buyer and Seller shall meet from time to time as necessary in an attempt to mutually agree on a proposed resolution with respect to the Alleged Title Defect(s) raised by Buyer and increases in Net Revenue Interest or decreases in Working Interest raised by Seller. Such agreed amounts shall be netted against one another. The value allocated to each Property as set forth on Exhibit "AB" and the costs to cure such title defects shall be used by the parties to determine the amount of any adjustment, if any, due to the existence of an Alleged Title Defect. It is recognized that good faith differences of opinion may exist between Buyer and Seller in connection with the Alleged Title Defect(s) raised by Buyer and adjustments to the Net Revenue Interests or Working Interests raised by Seller, including without limitation, disputes as to: (a) whether or not the alleged defect constitutes an Alleged Title Defect within the meaning of this Agreement, (b) whether or not the magnitude of the Alleged Title Defect alleged defect individually or in the aggregate exceeds the threshold amount amounts set forth in Article 1.41.4 and 1.9.1, respectively, (c) whether or not the Alleged Title Defect raised by Buyer was properly and timely asserted by Buyer pursuant to this Article, and/or (d) the appropriate upward or downward adjustment to the Purchase Priceadjustment, if any, on account of a change in the Net Revenue Interest or Working Interests from those set forth in Exhibit "A". If any such differences of opinion are not resolved by mutual agreement of Buyer and Seller, either party shall have the right, exercisable within two hundred one hundred eighty (180210) Days after Closing, to initiate binding arbitration in accordance with Article 19.118.1, using arbitrators who are attorney(s) attorneys licensed in the state where the Property at issue is located and who have at least ten (10) years oil and gas title experience.

Alleged Title Defects. As soon as reasonably practicable (and on an ongoing basis), but in no event later than one hundred twenty three (1203) Days after business days prior to Closing, Buyer shall notify Seller of any Properties Assets which are subject to Alleged Title Defect(s). As used herein, Alleged Title Defect shall mean a deficiency in title with respect to an Interest such that Seller owns less than the Net Revenue Interest shown on Exhibit A or such that Seller owns more than the Working Interest shown on Exhibit A without a corresponding increase in the Net Revenue Interest. Buyer's notice asserting Alleged Title Defect(s) shall include a description and full explanation (including any and all supporting documentation associated therewith) of each Alleged Title Defect being claimed and a value which Buyer in good faith attributes to curing the same. Seller, during said one hundred twenty (120) Day period, Seller shall have the right to notify Buyer of any increases in Net Revenue Interest or decreases in Working Interest in the Properties Assets and request a corresponding adjustment where the increase in value applicable to an individual well or location listed on Exhibit A exceeds $75,000 ("Title Increase"); provided, however, that Title Increase shall give rise to increases to the Purchase Price or be used as credits against adjustments that would otherwise be made for Title Defects only to the extent the aggregate value of all Title Increases exceeds $10,000,000adjustment. Buyer and Seller shall meet from time to time as necessary in an attempt to mutually agree on a proposed resolution with respect to the Alleged Title Defect(s) raised by Buyer and increases in Net Revenue Interest or decreases in Working Interest raised by Seller. The value allocated to each Property as set forth on Exhibit "A" and the costs to cure such title defects shall be used by the parties to determine the amount of any adjustment, if any, due to the existence of an Alleged Title Defect. It is recognized that good faith differences of opinion may exist between Buyer and Seller in connection with the Alleged Title Defect(s) raised by Buyer and adjustments to the Net Revenue Interests or Working Interests raised by Seller, including without limitation, disputes as to: (a) whether or not the alleged defect constitutes an Alleged Title Defect within the meaning of this Agreement, (b) whether or not the magnitude of the Alleged Title Defect exceeds the threshold amount set forth in Article 1.4, (c) whether or not the Alleged Title Defect raised by Buyer was properly and timely asserted by Buyer pursuant to this Article, and/or or (dc) the appropriate upward or downward adjustment to the Purchase Priceadjustment, if any, on account of a change in the Net Revenue Interest or Working Interests Interest from those set forth in Exhibit "A". If any such differences of opinion are not resolved by mutual agreement of Buyer and Seller, either party shall have the right, exercisable within one hundred eighty (180) Days after prior to Closing, to initiate binding arbitration in accordance with Article 19.1, using arbitrators who are attorney(s) submit all information relating to the Alleged Title Defect to a mutually agreeable attorney licensed in the state where the Property property at issue is located and who shall have at least ten (10) years oil and gas title experienceexperience for resolution of the difference of opinion. If such dispute is not resolved prior to Closing, Closing shall proceed on the basis of Seller's valuation, subject to an obligation to refund any amount, determined under the process outlined above, of any Title Defect that has been so determined.