Common use of Title Benefits Clause in Contracts

Title Benefits. Seller shall have the right, but not the obligation, to deliver to Buyer on or before the expiration of the Examination Period a Notice of Title Benefits (a “Title Benefit Notice”), which shall include (i) a description of the Title Benefit, (ii) the Lease or Well affected (the “Title Benefit Property”), (iii) the Allocated Value of such Title Benefit Property, (iv) Seller’s good faith reasonable estimate of the increase in the Allocated Value for such Title Benefit Property caused by such Title Benefit, as determined pursuant to Section 3.1(h) (the “Title Benefit Amount”), and the computations and information upon which Seller’s estimate is based and (v) supporting documents reasonably necessary for Buyer (as well as any experienced title attorney or examiner hired by ▇▇▇▇▇) to verify the existence of the alleged Title Benefit. No claims for Title Benefits may be submitted after the Claim Deadline, and any matters that may otherwise constitute Title Benefits, but for which Seller has not delivered a Title Benefit Notice to Buyer prior to the Claim Deadline, shall be deemed to have been waived by Seller for all purposes. Notwithstanding anything to the contrary in this Agreement, the Parties agree and acknowledge that (1) there will be no upward adjustment to the Purchase Price for any Title Benefit, and (2) Seller’s sole and exclusive remedy with respect to Title Benefits will be to offset downward Purchase Price adjustments in respect of Title Defect Amounts. For purposes of clause (2) above, to the extent there is a disagreement between Seller and ▇▇▇▇▇ regarding the Title Benefit Property or the Title Benefit Amount, as applicable, such dispute will be submitted to arbitration in accordance with Section 3.1(i) (mutatis mutandis).

Title Benefits. If, prior to the Defect Notice Deadline, Buyer identifies a Title Benefit affecting the Assets, Buyer shall notify Seller of such Title Benefit. Subject to the limitations set out below, Seller shall have be entitled to an upward adjustment to the right, but not the obligation, Base Purchase Price with respect to deliver to Buyer on or before the expiration of the Examination Period a Notice of all Title Benefits of which either Party provides (or is required to provide) notice to the other Party (a “Title Benefit Notice”), which shall include (i) a description of prior to the Defect Notice Deadline. If the Title Benefit, (ii) Benefit is in the Lease or Well affected (the “Title Benefit Property”), (iii) the Allocated Value nature of such Title Benefit Property, (iv) Seller’s good faith reasonable estimate of Net Revenue Interest in an Asset being greater than the increase in Net Revenue Interest set forth on Exhibit 1.1(A) and the Allocated Value for such Title Benefit Property caused Working Interest is also proportionately increased, then Buyer and Seller agree that, subject to the limitation set out below, the Base Purchase Price shall be increased by such Title Benefit, as determined pursuant to Section 3.1(h) an amount (the “Title Benefit Amount”)) equal to the Allocated Value for the relevant Asset multiplied by a fraction, the numerator of which is the amount of the increase in such Net Revenue Interest as a result of such Title Benefit and the computations and information upon denominator of which Seller’s estimate is based and (v) supporting documents reasonably necessary the Net Revenue Interest specified for Buyer (as well as any experienced title attorney or examiner hired by ▇▇▇▇▇) to verify the existence of the alleged Title Benefitsuch Asset on Exhibit 1.1(A). No claims for Title Benefits may be submitted after the Claim Deadline, and any matters that may otherwise constitute Title Benefits, but for which Seller has not delivered a Title Benefit Notice to Buyer prior to the Claim Deadline, adjustment shall be deemed to have been waived by Seller for all purposes. Notwithstanding anything to the contrary in this Agreement, the Parties agree and acknowledge that (1) there will be no upward adjustment to the Purchase Price for any Title Benefit, and (2) Seller’s sole and exclusive remedy made with respect to any Title Benefits will be to offset downward Purchase Price adjustments in respect of Title Defect Amounts. For purposes of clause (2) above, to the extent there is a disagreement between Seller and ▇▇▇▇▇ regarding Benefit unless the Title Benefit Property Amount attributable thereto exceeds $50,000. If with respect to a timely asserted Title Benefit the Parties have not agreed on the validity of the Title Benefit or the Title Benefit AmountAmount attributable thereto on or before Closing, as applicable, such dispute will be submitted either Party shall have the right to arbitration in accordance with Section 3.1(i) (mutatis mutandis)elect by written notice to the other Party to have the validity of the Title Benefit and/or the Title Benefit Amount determined by an Independent Expert pursuant to Article 7.

Title Benefits. Seller shall have has the right, but not the obligation, to deliver to notify Buyer on or before the expiration of during the Examination Period a Notice of Title Benefits (a “any Title Benefit Notice”)discovered by Seller, which shall Notice must be asserted by Seller in good faith, delivered in writing and include the following: (i) a description of the Title Benefit, ; (ii) the affected Lease or Well affected (the “Title Benefit Property”), ; (iii) the Allocated Value of such Title Benefit Property, ; (iv) the amount by which Buyer reasonably believes the Allocated Value of each such Title Benefit Property is increased by such Title Benefit, and the computations and information upon which ▇▇▇▇▇’s Title Benefit discovery is based; and (v) supporting documents reasonably necessary for Seller (as well as any experienced title attorney or examiner hired by Seller’s good faith reasonable estimate ) to verify the existence of the alleged Title Benefit. With respect to each Title Benefit Property reported under this Agreement, an amount (the “Title Benefit Value”) equal to the increase in the Allocated Value for such Title Benefit Property caused by such Title Benefit, Benefit will be determined and agreed to by the Parties as soon as practicable and in a manner similar to that used to determine Title Defect Values pursuant to Section 3.1(f). Title Benefit Values shall be applied against and reduce the aggregate amount of Title Defect Values finally determined pursuant to Section 3.1(h) (the “Title Benefit Amount”), and the computations and information upon which Seller’s estimate is based and (v) supporting documents reasonably necessary for Buyer (as well as any experienced title attorney or examiner hired by ▇▇▇▇▇) to verify the existence of the alleged Title Benefit. No claims for Title Benefits may be submitted after the Claim Deadline, and any matters that may otherwise constitute Title Benefits, but for which Seller has not delivered a Title Benefit Notice to Buyer prior to the Claim Deadline, shall be deemed to have been waived by Seller for all purposes. Notwithstanding anything to the contrary in this Agreement, the Parties agree and acknowledge that (1) there will be but in no event shall Title Benefit Values result in any increase or upward adjustment to the Adjustment Amount or Base Purchase Price for Price. Buyer shall, promptly upon discovery, use commercially reasonable efforts to furnish Seller with written notice of any Title Benefit, and (2) SellerBenefit discovered by Buyer or its Representatives while conducting Buyer’s sole and exclusive remedy with respect Independent Title Review; provided that Buyer shall not have an affirmative obligation to seek to identify Title Benefits will be or to offset downward Purchase Price adjustments investigate any matter that could result in respect of a Title Defect Amounts. For purposes of clause (2) above, to the extent there is a disagreement between Seller and ▇▇▇▇▇ regarding the Title Benefit Property or the Title Benefit Amount, as applicable, such dispute will be submitted to arbitration in accordance with Section 3.1(i) (mutatis mutandis)Benefit.

Title Benefits. Seller shall have has the right, but not the obligation, to deliver to notify Buyer on or before the expiration of during the Examination Period a Notice of Title Benefits (a “any Title Benefit Notice”)discovered by Seller, which shall Notice must be asserted by Seller in good faith, delivered in writing and include the following: (i) a description of the Title Benefit, ; (ii) the affected Lease or Well affected (the “Title Benefit Property”), ; (iii) the Allocated Value of such Title Benefit Property, ; (iv) the amount by which Buyer reasonably believes the Allocated Value of each such Title Benefit Property is increased by such Title Benefit, and the computations and information upon which ▇▇▇▇▇’s Title Benefit discovery is based; and (v) supporting documents reasonably necessary for Seller (as well as any experienced title attorney or examiner hired by Seller’s good faith reasonable estimate ) to verify the existence of the alleged Title Benefit. With respect to each Title Benefit Property reported under this Agreement, an amount (the “Title Benefit Amount”) equal to the increase in the Allocated Value for such Title Benefit Property caused by such Title Benefit, Benefit will be determined and agreed to by the Parties as soon as practicable and in a manner similar to that used to determine Title Defect Amounts pursuant to Section 3.1(f). Title Benefit Amounts shall be applied against and reduce the aggregate amount of Title Defect Amounts finally determined pursuant to Section 3.1(h) (the “Title Benefit Amount”), and the computations and information upon which Seller’s estimate is based and (v) supporting documents reasonably necessary for Buyer (as well as any experienced title attorney or examiner hired by ▇▇▇▇▇) to verify the existence of the alleged Title Benefit. No claims for Title Benefits may be submitted after the Claim Deadline, and any matters that may otherwise constitute Title Benefits, but for which Seller has not delivered a Title Benefit Notice to Buyer prior to the Claim Deadline, shall be deemed to have been waived by Seller for all purposes. Notwithstanding anything to the contrary in this Agreement, the Parties agree and acknowledge that (1) there will be but in no event shall Title Benefit Amounts result in any increase or upward adjustment to the Adjustment Amount or Base Purchase Price for Price. Buyer shall, promptly upon discovery, use commercially reasonable efforts to furnish Seller with written notice of any Title Benefit, and (2) SellerBenefit discovered by Buyer or its Representatives while conducting Buyer’s sole and exclusive remedy with respect Independent Title Review; provided that Buyer shall not have an affirmative obligation to seek to identify Title Benefits will be or to offset downward Purchase Price adjustments investigate any matter that could result in respect of a Title Defect Amounts. For purposes of clause (2) above, to the extent there is a disagreement between Seller and ▇▇▇▇▇ regarding the Title Benefit Property or the Title Benefit Amount, as applicable, such dispute will be submitted to arbitration in accordance with Section 3.1(i) (mutatis mutandis)Benefit.

Title Benefits. If prior to the Defect Deadline, Seller shall have should determine that (a) the right, but not the obligation, to deliver to Buyer on or before the expiration ownership of the Examination Period Properties by Seller entitles Seller to a Notice Net Revenue Interest in a Well listed on Exhibit D greater than the Net Revenue Interest for such Well under the column headed “Net Revenue Interest” on Exhibit D, or (b) Seller owns a number of Net Mineral Acres in a Lease that is greater than is shown under the column headed “Net Mineral Acres” on Exhibit D for such Lease (a “Title Benefits (Benefit”), then Seller may provide Buyer with a “Title Benefit Notice”), which shall include (i) a description of the Title Benefit and the Properties affected by the Title Benefit, (ii) supporting documents reasonably necessary for Buyer to verify the Lease existence of such Title Benefit and (iii) the amount by which Seller reasonably believes the Allocated Amount of such Properties is increased by the Title Benefit and the computations upon which Seller’s belief is based. Seller shall be deemed to have waived any Title Benefits that Seller fails to provide a Title Benefit Notice therefore on or Well affected before the Defect Deadline. Subject to Buyer’s continuing right to dispute the existence or amount of a Title Benefit, as Seller’s sole and exclusive remedy for any Title Benefits, the amount (the “Title Benefit PropertyAmount”), (iii) the Allocated Value of such Title Benefit Property, (iv) Seller’s good faith reasonable estimate of equal to the increase in the Allocated Value for such Title Benefit Property Asset caused by such Title Benefit, as determined pursuant to Section 3.1(h) (the “Title Benefit Amount”), and the computations and information upon which Seller’s estimate is based and (v) supporting documents reasonably necessary for Buyer (as well as any experienced title attorney or examiner hired by ▇▇▇▇▇) to verify the existence of the alleged Title Benefit. No claims for Title Benefits may be submitted after the Claim Deadline, and any matters that may otherwise constitute Title Benefits, but for which Seller has not delivered a Title Benefit Notice to Buyer prior to the Claim Deadline, shall be deemed to have been waived by Seller for all purposes. Notwithstanding anything to the contrary in this Agreement, the Parties agree and acknowledge that (1) there will be no upward adjustment to the Purchase Price for any Title Benefit, and (2) Seller’s sole and exclusive remedy with respect to Title Benefits will be applied as to offset downward Purchase Price adjustments in respect of the aggregate Title Defect Amounts. For purposes of clause (2) aboveAmount attributable to Asserted Title Defects, to the extent there is a disagreement between Seller and ▇▇▇▇▇ regarding the Title Benefit Property or the Title Benefit Amount, as applicable, such dispute will be submitted to arbitration in accordance with Section 3.1(i) (mutatis mutandis)if any.