Description and Other Errors Sample Clauses
The "Description and Other Errors" clause defines how mistakes or inaccuracies in the description of goods, services, or contract terms are handled. Typically, this clause clarifies that minor errors, such as typographical mistakes or misstatements in specifications, do not invalidate the contract or entitle either party to terminate the agreement. Instead, the parties may correct such errors or adjust their obligations accordingly. The core function of this clause is to ensure that minor or unintentional errors do not disrupt the overall contractual relationship, thereby promoting fairness and continuity in the execution of the contract.
Description and Other Errors. (a) If either Party determines, either before or within one (1) year after Closing that:
(i) certain Interests were erroneously included in or excluded from the Agreement or the conveyancing instruments; or
(ii) certain gas-production imbalance accounts were erroneously included in or erroneously excluded from this Agreement, then XTO Energy and Buyer will meet and use their reasonable efforts to resolve the error. If necessary, the Parties will execute and record (if after Closing) appropriate correction instruments to correct the error.
(b) If XTO Energy and Buyer cannot resolve an error with respect to such an error discovered before the Closing Date, then XTO Energy may, at its sole option, either:
(i) with Buyer’s consent, terminate this Agreement and refund the Performance Deposit;
(ii) remove the affected Interest from this Agreement, if applicable, and adjust the Base Purchase Price by the Allocation for such Interest; or
(iii) elect to resolve the dispute pursuant to the provisions of Article 17.
(c) If XTO Energy and Buyer cannot resolve such an error with respect to an Interest assigned to Buyer and discovered within one (1) year after the Closing Date, then Buyer, upon written demand by XTO Energy at its sole option, will reassign all or any part of the Interests assigned to Buyer under this Agreement in the same manner as provided in Section 9.05, and undertake all other acts reasonably required to return XTO Energy to its pre-Closing position as to the reassigned Interest, including revising regulatory filings. XTO Energy will refund to Buyer the Allocation for each reassigned Interest, without interest, upon Buyer’s performance of its obligations under this Section 6.03(c). Notwithstanding the foregoing, the Parties will cooperate at all times after Closing to execute and record correction instruments to correct scrivener’s errors in the preparation of Closing documents.
Description and Other Errors. If either party determines, either before or within ninety days after the Closing Date, that the description of an Interest is incorrect or that certain Interests or certain gas-production-imbalance accounts were erroneously included in or erroneously excluded from the bid package, other sales information, or the conveyancing instruments, then ExxonMobil and Buyer will meet and use their best efforts to resolve the error. If an error is discovered after the Closing Date, the parties will execute and record appropriate correction and other instruments to correct the error. If ExxonMobil and Buyer cannot resolve an error discovered before the Closing Date, then ExxonMobil may, at its sole option, either (a) terminate this Agreement and refund the performance deposit, if the Base Purchase Price would be impacted by more than ten percent as the result of actions taken in (b) or (c) below; (b) remove the affected Interest from this Agreement and adjust the Base Purchase Price by the Allocation for that Interest; or (c) elect to resolve the dispute under the alternate-dispute-resolution and arbitration procedures of this Agreement. If ExxonMobil and Buyer cannot resolve an error discovered within ninety days after the Closing Date, then Buyer, upon written demand by ExxonMobil, will reassign all or any part of the Interests assigned to Buyer under this Agreement, at ExxonMobil’s sole option, in the same manner as provided in Section 9.05, and undertake all other acts reasonably required to return ExxonMobil to its pre-Closing position as to the reassigned Interest, including revising regulatory filings. ExxonMobil will refund to Buyer the Allocation for each reassigned Interest, without interest, upon Buyer’s performance of its obligations under this section. Notwithstanding the foregoing, the parties will cooperate at all times after Closing to execute and record correction instruments to correct scrivener’s errors in the preparation of Closing documents.
Description and Other Errors. If either Party determines, either before or within ninety (90) days after the Closing, that the description of a Beta Interest or of a SPBP Interest is incorrect or that certain Beta Interests or SPBP Interests were erroneously included in or erroneously excluded from the respective definitions thereof, other sales information or any conveyancing instruments, then Aera and Buyer shall meet and use their respective commercially reasonable efforts to resolve the error without need of further consideration, and shall, as applicable, execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, such other instruments of conveyance and take such other actions as either Party reasonably may request in connection therewith. If the Parties cannot resolve any such purported error within fifteen (15) days of the commencement of negotiations, then the alternate-dispute-resolution and arbitration procedures set forth in SECTION 18.06 shall apply.
Description and Other Errors. (a) If either Party determines, either before or within [****] after Closing that:
(1) certain Interests were erroneously included in or excluded from the Agreement or the conveyancing instruments, including those owned by an ExxonMobil Affiliate; or
(2) certain gas-production imbalance accounts were erroneously included in or erroneously excluded from this Agreement, then ExxonMobil and Buyer will meet and use their best efforts to resolve the error. If necessary, the Parties will execute and record (if after Closing) appropriate correction instruments to correct the error.
(b) If ExxonMobil and Buyer cannot resolve an error discovered before the Closing Date, then ExxonMobil may, upon written notice to Buyer, either:
(1) terminate this Agreement and refund the Performance Deposit; or
(2) remove the affected Interest from this Agreement, if applicable, and adjust the Base Purchase Price by the Allocation for such Interest; provided, however, in such event Buyer shall be entitled to terminate this Agreement by providing prompt written notice to ExxonMobil. If Buyer elects to so terminate, ExxonMobil shall refund the Performance Deposit to Buyer; or
(3) elect to resolve the dispute pursuant to the provisions of Article 17.
(c) If ExxonMobil and Buyer cannot resolve such an error with respect to an Interest assigned to Buyer and discovered within [****] after the Closing Date, then the matter shall be resolved pursuant to the provisions of Article 17. Notwithstanding the foregoing, the Parties will cooperate at all times after Closing to execute and record correction instruments to correct scrivener’s errors in the preparation of Closing documents.
Description and Other Errors. If either Party determines, either before or within 30 days after the Alaska Interests Closing, that the description of an Alaska Interest is incorrect or that certain Alaska Interests were erroneously included in or erroneously excluded from the respective definitions thereof, other sales information or any conveyancing instruments, then Sellers and Buyer shall meet and use their respective commercially reasonable efforts to resolve the error without need of further consideration, and shall, as applicable, execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, such other instruments of conveyance and take such other actions as either Party reasonably may request in connection therewith. If the Parties cannot resolve any such purported error within 15 days of the commencement of negotiations, then the issue will be submitted to the Bankruptcy Court for resolution.
Description and Other Errors. If either Party determines, either before or within ninety (90) days after the Closing, that the description of a Beta Interest is incorrect or that certain Beta Interests were erroneously included in or erroneously excluded from the respective definitions thereof, other sales information or any conveyancing instruments, then Shell and Buyer shall meet and use their respective commercially reasonable efforts to resolve the error without need of further consideration, and shall, as applicable, execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, such other instruments of conveyance and take such other actions as either Party reasonably may request in connection therewith. If the Parties cannot resolve any such purported error within fifteen (15) days of the commencement of negotiations, then the alternate-dispute-resolution and arbitration procedures set forth in SECTION 16.06 shall apply.