Common use of Description and Other Errors Clause in Contracts

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. (a) If either Party determines, either before or within one (1) 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 ExxonMobil and Buyer will meet and use their reasonable 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 XTO Energy ExxonMobil and Buyer cannot resolve an error with respect to such an error discovered before the Closing Date, then XTO Energy ExxonMobil 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 (iiiii) elect to resolve the dispute pursuant to the provisions of Article 17. (c) If XTO Energy ExxonMobil and Buyer cannot resolve such an error with respect to an Interest assigned to Buyer and discovered within one (1) 1 year after the Closing Date, then Buyer, upon written demand by XTO Energy ExxonMobil 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 ExxonMobil to its pre-Closing position as to the reassigned Interest, including revising regulatory filings. XTO Energy ExxonMobil 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.