Common use of Title Defects Clause in Contracts

Title Defects. Within fifteen (15) days after receipt by Purchaser ------------- of the last to be received of the updated Title Commitment, the Lien Searches and the Survey, Purchaser shall notify Seller in writing (a "Disapproval Notice") of any Defects other than Permitted Exceptions that are objected to by Purchaser. With respect to any Defects noted in a Disapproval Notice, Seller (a) shall cause any such Defects which are monetary liens of a fixed and ascertainable amount that may be removed solely by the payment of money, including without limitation, mortgage liens, security interests, judgment and mechanics' liens (collectively hereinafter referred to as "Required Cure Items"), to be removed, cured or insured over at or prior to the Closing and shall deposit with the Title Company releases or other appropriate instruments, in recordable form, sufficient to cause the removal of such items from the title (provided, however, that in no event shall Seller be required to pay more than Twenty Million Dollars ($20,000,000.00) in the aggregate with respect to Required Cure Items), and (b) shall notify Purchaser in writing within ten (10) days after receipt of the Disapproval Notice whether Seller will cause all or any of such other Defects to be removed, cured or insured over at or prior to Closing, and Seller shall be deemed to have elected to remove, cure or insure over all other Defects by Closing if Seller does not notify Purchaser to the contrary in writing within such ten (10) day period. If Seller elects not to remove, cure or insure over all Defects, Purchaser may elect, in its sole discretion, (i) subject to satisfaction of the other conditions to Closing, to close the purchase of the Property, take title subject to the Defect noted in the Disapproval Notice that Seller elects not to remove, cure or insure over and deduct from the Purchase Price all costs incurred by Purchaser in connection with Purchaser's cure or removal of each Required Cure Item up to a maximum of Twenty Million Dollars ($20,000,000.00) in the aggregate for all of the Required Cure Items, or (ii) to terminate this Agreement, in which event the Xxxxxxx Money and all interest accrued thereon shall be immediately returned to Purchaser. Seller shall use commercially reasonable efforts to remove, cure or insure over all Required Cure Items and all Defects that Seller elects, or is deemed to have elected, to cure, remove or insure over. Seller shall have thirty (30) days to remove, cure or insure over any Defect that it has elected to remove, cure or insure over (or is deemed to have elected to remove, cure or insure over). The Closing Date shall be extended as necessary to permit the parties to exercise their respective rights and obligations pursuant to this Section 3.2. If any other update of the Title Commitment, or any update of the Lien Searches or the Survey at any time discloses any Defects which are not Permitted Exceptions and which were not previously disclosed, Purchaser shall deliver a Disapproval Notice to Seller within five (5) business days after receipt of such update and thereafter the rights and obligations of Seller and Purchaser shall be as set forth above in this Section 3.2 with respect to removal or cure of such new Defects. Notwithstanding anything to the contrary contained in this Agreement, any insurance obtained by Seller over a Defect or a Required Cure Item shall be by endorsement to the Title Policy in form and substance reasonably acceptable to Purchaser.

Title Defects. Within fifteen No later than thirty (1530) days after receipt by Purchaser ------------- the Effective Date of the last to be received of the updated Title Commitment, the Lien Searches and the Surveythis Agreement, Purchaser shall notify furnish to Seller in writing a copy of an ALTA title insurance commitment for an owner’s title insurance policy (the “Title Commitment”) and Purchaser’s survey (the “Updated Survey”), if any, together with a "Disapproval Notice") of statement specifying its objections to any Defects matters disclosed by the Title Commitment or Updated Survey other than the Permitted Exceptions that are objected to by (“Purchaser’s Statement”). With respect to any Defects noted Seller shall notify Purchaser within three (3) business days after receipt of Purchaser’s Statement whether Seller will cure (and in a Disapproval Noticewhat manner Seller will cure) the defects set forth in Purchaser’s Statement, Seller (a) shall cause any such Defects which are monetary liens of a fixed and ascertainable amount that may be removed solely by the payment of money, including without limitation, mortgage liens, security interests, judgment and mechanics' liens (collectively hereinafter referred to as "Required Cure Items"), to be removed, cured or insured over at or prior to the Closing and shall deposit with the Title Company releases or other appropriate instruments, in recordable form, sufficient to cause the removal of such items from the title (provided, however, that Seller shall agree to remove each financial encumbrance such as a mortgage, judgment, lien for delinquent real estate taxes, attachment, mechanic’s lien, or any other monetary lien or encumbrance of a definite or ascertainable amount which may be removed by the payment of money (not to exceed Seller’s 140131415.4 142232567.2 net proceeds from the Closing) which is revealed by the Title Commitment (a “Mandatory Discharge Item”) or take such other action that shall allow Title Insurer to omit the same as exceptions. If Seller fails to respond to Purchaser’s Statement within said three (3) business day period, Seller will be deemed to have elected not to remove the defects set forth in no event shall Purchaser’s Statement (other than the Mandatory Discharge Items). If Seller be required does not timely agree to pay more cure any such defects (other than Twenty Million Dollars ($20,000,000.00) in the aggregate with respect to Required Cure Mandatory Discharge Items), Purchaser shall have the right, by written notice given to Seller and (b) shall notify Purchaser in writing Escrow Agent within ten (10) days after the first to occur of Purchaser’s receipt of Seller’s response to Purchaser’s Statement and the Disapproval Notice whether Seller will cause expiration of the aforementioned three (3) business day response period, either to (i) waive the defects and close title without abatement or reduction of the Price (and each such waived defect shall be deemed a Permitted Exception), or (ii) terminate this Agreement and obtain a refund of the Deposit (other than the Independent Consideration). Upon such refund, all or any rights and obligations of such other Defects the respective parties hereunder shall be null and void, except for those rights and obligations that expressly survive the termination of this Agreement. If Purchaser fails to be removedselect either option, cured or insured over at or prior to Closing, and Seller then Purchaser shall be deemed to have elected to remove, cure or insure over all other Defects by Closing if Seller does not notify option (i). Purchaser hereby acknowledges and agrees that TIME IS OF THE ESSENCE with respect to the contrary in writing within such ten (10) day period. If Seller elects not to remove, cure or insure over all Defects, Purchaser may elect, in its sole discretion, (i) subject to satisfaction timely delivery of the other conditions to Closing, to close the purchase of the Property, take title subject to the Defect noted in the Disapproval Notice that Seller elects not to remove, cure or insure over Purchaser’s Statement and deduct from the Purchase Price all costs incurred by Purchaser in connection with Purchaser's cure or removal of each Required Cure Item up to a maximum of Twenty Million Dollars ($20,000,000.00) in the aggregate for all of the Required Cure Items, or (ii) to terminate this Agreement, in which event the Xxxxxxx Money and all interest accrued thereon shall be immediately returned to Purchaser. Seller shall use commercially reasonable efforts to remove, cure or insure over all Required Cure Items and all Defects that Seller elects, or is deemed to have elected, to cure, remove or insure over. Seller shall have thirty (30) days to remove, cure or insure over any Defect that it has elected to remove, cure or insure over (or is deemed to have elected to remove, cure or insure over). The Closing Date shall be extended as necessary to permit the parties to exercise their respective rights and obligations termination notice pursuant to this Section 3.2. If any other update of the Title Commitment, or any update of the Lien Searches or the Survey at any time discloses any Defects which are not Permitted Exceptions and which were not previously disclosed, Purchaser shall deliver a Disapproval Notice to Seller within five (5) business days after receipt of such update and thereafter the rights and obligations of Seller and Purchaser shall be as set forth above in this Section 3.2 with respect to removal or cure of such new Defects. Notwithstanding anything to the contrary contained in this Agreement, any insurance obtained by Seller over a Defect or a Required Cure Item shall be by endorsement to the Title Policy in form and substance reasonably acceptable to Purchaser2.3.

Title Defects. Within fifteen As soon as reasonably practicable (15) days after receipt by and on an ongoing basis), but no later than 5:00 p.m. MDT on Wednesday, August 24, 2005 (the “Objection Deadline”), the Purchaser ------------- may notify the Sellers in writing of Title Defects affecting assets of the last to be received Company, its Subsidiaries or Four Star. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description and explanation (including any available supporting documentation) of the updated each Title CommitmentDefect claimed, the Lien Searches assets affected, and the Survey, value that the Purchaser shall notify Seller in writing (a "Disapproval Notice") of any Defects other than Permitted Exceptions that are objected to by Purchaser. With respect to any Defects noted in a Disapproval Notice, Seller (a) shall cause any such Defects which are monetary liens of a fixed and ascertainable amount that may be removed solely by the payment of money, including without limitation, mortgage liens, security interests, judgment and mechanics' liens (collectively hereinafter referred to as "Required Cure Items"), to be removed, cured or insured over at or prior good faith attributes to the Closing and Title Defect, which shall deposit with not exceed the Title Company releases or other appropriate instruments, in recordable form, sufficient to cause the removal Allocated Value of such items from property. The Purchaser and the title (provided, however, that in no event Sellers shall Seller be required meet periodically to pay more than Twenty Million Dollars ($20,000,000.00) in the aggregate attempt to agree on resolution with respect to Required Cure Items)Title Defects. The Sellers shall have the right, and (bbut not the obligation, to attempt, at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any Title Defect(s) shall notify as to which the Purchaser has given the Sellers timely notice as provided in writing within ten (10this Section 3(a) days after receipt of the Disapproval Notice whether Seller will cause all are not remedied or any of such other Defects to be removed, cured or insured over at or prior to Closing, and Seller shall be deemed to have elected to removethen, cure or insure over all other Defects by Closing if Seller does not notify Purchaser to the contrary in writing within such ten (10) day period. If Seller elects not to remove, cure or insure over all Defects, Purchaser may elect, in its sole discretion, (i) subject to satisfaction of the other conditions to Closing, to close the purchase of the Property, take title subject to the Defect noted in other provisions of this Section 3, the Disapproval Notice that Seller elects not to remove, cure or insure over and deduct from the Aggregate Purchase Price all costs incurred shall be reduced by Purchaser in connection with Purchaser's cure or removal of each Required Cure Item up to a maximum of Twenty Million Dollars ($20,000,000.00) in the aggregate for value of all of such uncured Title Defects, determined as follows: (1) where the Required Cure Items, or (ii) to terminate this Agreement, Sellers agree in which event writing with the Xxxxxxx Money and all interest accrued thereon shall be immediately returned to Purchaser. Seller shall use commercially reasonable efforts to remove, cure or insure over all Required Cure Items and all Defects that Seller elects, or is deemed to have elected, to cure, remove or insure over. Seller shall have thirty (30) days to remove, cure or insure over any Defect that it has elected to remove, cure or insure over (or is deemed to have elected to remove, cure or insure over). The Closing Date shall be extended as necessary to permit the parties to exercise their respective rights and obligations pursuant to this Section 3.2. If any other update value of the Title Commitment, or any update of the Lien Searches or the Survey at any time discloses any Defects which are not Permitted Exceptions and which were not previously disclosed, Purchaser shall deliver a Disapproval Notice to Seller within five (5) business days after receipt of such update and thereafter the rights and obligations of Seller and Purchaser shall be Defect as set forth above in this Section 3.2 with respect to removal the Purchaser’s notice, that value shall be the value of the Title Defect; (2) if the Title Defect is a lien, encumbrance or cure other charge upon a property which is undisputed and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such new Defects. Notwithstanding anything property or (B) the amount necessary to be paid to the contrary contained obligee to remove the Title Defect from the interest of the Company, its Subsidiaries or, in this Agreementthe case of Four Star, any insurance obtained the percentage equity interest of MBOW Four Star Corporation in Four Star multipled by Seller over Four Star’s interest, as applicable, in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect or represents a Required Cure Item discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit “C”, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by endorsement a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit “C” (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such descrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value of the Title Policy Defect shall be determined by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected property, and such other factors as are appropriate to make a proper evaluation, in form and substance reasonably acceptable each case net to Purchaserthe interest, as represented on Exhibit “C”, of the Company, its Subsidiaries or, in the case of Four Star, the percentage equity interest of MBOW Four Star Corporation in Four Star multipled by Four Star’s interest, as applicable, in the affected property.

Title Defects. Within fifteen I. As soon as reasonably practicable (15) days after receipt by and on an ongoing basis), but no later than 5:00 p.m. Central Time on Monday, October 23, 2006 (the “Objection Deadline”), the Purchaser ------------- may notify the Sellers in writing of Title Defects affecting assets of the last to be received Entities or their Subsidiaries. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description and explanation (including any available supporting documentation) of the updated each Title CommitmentDefect claimed, the Lien Searches assets affected, and the Survey, value that the Purchaser shall notify Seller in writing (a "Disapproval Notice") of any Defects other than Permitted Exceptions that are objected to by Purchaser. With respect to any Defects noted in a Disapproval Notice, Seller (a) shall cause any such Defects which are monetary liens of a fixed and ascertainable amount that may be removed solely by the payment of money, including without limitation, mortgage liens, security interests, judgment and mechanics' liens (collectively hereinafter referred to as "Required Cure Items"), to be removed, cured or insured over at or prior good faith attributes to the Closing and Title Defect, which shall deposit with not exceed the Title Company releases or other appropriate instruments, in recordable form, sufficient to cause the removal Allocated Value of such items from property. The Purchaser and the title (provided, however, that in no event Sellers shall Seller be required meet periodically to pay more than Twenty Million Dollars ($20,000,000.00) in the aggregate attempt to agree on resolution with respect to Required Cure Items)Title Defects. The Sellers shall have the right, and (bbut not the obligation, to attempt, at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any Title Defect(s) shall notify as to which the Purchaser has given the Sellers timely notice as provided in writing within ten (10this Section 3(a) days after receipt of the Disapproval Notice whether Seller will cause all are not remedied or any of such other Defects to be removed, cured or insured over at or prior to Closing, and Seller shall be deemed to have elected to removethen, cure or insure over all other Defects by Closing if Seller does not notify Purchaser to the contrary in writing within such ten (10) day period. If Seller elects not to remove, cure or insure over all Defects, Purchaser may elect, in its sole discretion, (i) subject to satisfaction of the other conditions to Closing, to close the purchase of the Property, take title subject to the Defect noted in other provisions of this Section 3, the Disapproval Notice that Seller elects not to remove, cure or insure over and deduct from the Aggregate Purchase Price all costs incurred shall be reduced by Purchaser in connection with Purchaser's cure or removal of each Required Cure Item up to a maximum of Twenty Million Dollars ($20,000,000.00) in the aggregate for value of all of such uncured Title Defects, determined as follows: (1) where the Required Cure Items, or (ii) to terminate this Agreement, Sellers agree in which event writing with the Xxxxxxx Money and all interest accrued thereon shall be immediately returned to Purchaser. Seller shall use commercially reasonable efforts to remove, cure or insure over all Required Cure Items and all Defects that Seller elects, or is deemed to have elected, to cure, remove or insure over. Seller shall have thirty (30) days to remove, cure or insure over any Defect that it has elected to remove, cure or insure over (or is deemed to have elected to remove, cure or insure over). The Closing Date shall be extended as necessary to permit the parties to exercise their respective rights and obligations pursuant to this Section 3.2. If any other update value of the Title Commitment, or any update of the Lien Searches or the Survey at any time discloses any Defects which are not Permitted Exceptions and which were not previously disclosed, Purchaser shall deliver a Disapproval Notice to Seller within five (5) business days after receipt of such update and thereafter the rights and obligations of Seller and Purchaser shall be Defect as set forth above in this Section 3.2 with respect to removal the Purchaser’s notice, that value shall be the value of the Title Defect; (2) if the Title Defect is a lien, encumbrance or cure other charge upon a property which is undisputed and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such new Defects. Notwithstanding anything property or (B) the amount necessary to be paid to the contrary contained obligee to remove the Title Defect from the interest of the affected Entity or its Subsidiary in this Agreementthe affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, any insurance obtained by Seller over a then the value of such Title Defect or a Required Cure Item shall be the product of the Allocated Value for such property multiplied by endorsement a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value of the Title Policy Defect shall be determined by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected property, and such other factors as are appropriate to make a proper evaluation, in form each case net to the interest, as represented on Exhibit D, of the affected Entity and substance reasonably acceptable to Purchaserits Subsidiaries in the affected property.

Title Defects. Within fifteen No later than thirty (1530) days after receipt by Purchaser ------------- the Effective Date of the last to be received of the updated Title Commitment, the Lien Searches and the Surveythis Agreement, Purchaser shall notify furnish to Seller in writing a copy of an ALTA title insurance commitment for an owner’s title insurance policy (the “Title Commitment”) and Purchaser’s survey (the “Updated Survey”), if any, together with a "Disapproval Notice") of statement specifying its objections to any Defects matters disclosed by the Title Commitment or Updated Survey other than the Permitted Exceptions that are objected to by (“Purchaser’s Statement”). With respect to any Defects noted Seller shall notify Purchaser within three (3) business days after receipt of Purchaser’s Statement whether Seller will cure (and in a Disapproval Noticewhat manner Seller will cure) the defects set forth in Purchaser’s Statement, Seller (a) shall cause any such Defects which are monetary liens of a fixed and ascertainable amount that may be removed solely by the payment of money, including without limitation, mortgage liens, security interests, judgment and mechanics' liens (collectively hereinafter referred to as "Required Cure Items"), to be removed, cured or insured over at or prior to the Closing and shall deposit with the Title Company releases or other appropriate instruments, in recordable form, sufficient to cause the removal of such items from the title (provided, however, that Seller shall agree to remove each financial encumbrance such as a mortgage, judgment, lien for delinquent real estate taxes, attachment, mechanic’s lien, or any other monetary lien or encumbrance of a definite or 141250808.5 ascertainable amount which may be removed by the payment of money (not to exceed Xxxxxx’s net proceeds from the Closing of the HQ Parcel pursuant to the HQ AOS) which is revealed by the Title Commitment (a “Mandatory Discharge Item”) or take such other action that shall allow Title Insurer to omit the same as exceptions. If Seller fails to respond to Purchaser’s Statement within said three (3) business day period, Seller will be deemed to have elected not to remove the defects set forth in no event shall Purchaser’s Statement (other than the Mandatory Discharge Items). If Seller be required does not timely agree to pay more cure any such defects (other than Twenty Million Dollars ($20,000,000.00) in the aggregate with respect to Required Cure Mandatory Discharge Items), Purchaser shall have the right, by written notice given to Seller and (b) shall notify Purchaser in writing Escrow Agent within ten (10) days after the first to occur of Purchaser’s receipt of Seller’s response to Purchaser’s Statement and the Disapproval Notice whether Seller will cause expiration of the aforementioned three (3) business day response period, either to (i) waive the defects and close title without abatement or reduction of the Price (and each such waived defect shall be deemed a Permitted Exception), or (ii) terminate this Agreement. Upon such termination, all or any rights and obligations of such other Defects the respective parties hereunder shall be null and void, except for those rights and obligations that expressly survive the termination of this Agreement. If Purchaser fails to be removedselect either option, cured or insured over at or prior to Closing, and Seller then Purchaser shall be deemed to have elected to remove, cure or insure over all other Defects by Closing if Seller does not notify option (i). Purchaser hereby acknowledges and agrees that TIME IS OF THE ESSENCE with respect to the contrary in writing within such ten (10) day period. If Seller elects not to remove, cure or insure over all Defects, Purchaser may elect, in its sole discretion, (i) subject to satisfaction timely delivery of the other conditions to Closing, to close the purchase of the Property, take title subject to the Defect noted in the Disapproval Notice that Seller elects not to remove, cure or insure over Purchaser’s Statement and deduct from the Purchase Price all costs incurred by Purchaser in connection with Purchaser's cure or removal of each Required Cure Item up to a maximum of Twenty Million Dollars ($20,000,000.00) in the aggregate for all of the Required Cure Items, or (ii) to terminate this Agreement, in which event the Xxxxxxx Money and all interest accrued thereon shall be immediately returned to Purchaser. Seller shall use commercially reasonable efforts to remove, cure or insure over all Required Cure Items and all Defects that Seller elects, or is deemed to have elected, to cure, remove or insure over. Seller shall have thirty (30) days to remove, cure or insure over any Defect that it has elected to remove, cure or insure over (or is deemed to have elected to remove, cure or insure over). The Closing Date shall be extended as necessary to permit the parties to exercise their respective rights and obligations termination notice pursuant to this Section 3.2. If any other update of the Title Commitment, or any update of the Lien Searches or the Survey at any time discloses any Defects which are not Permitted Exceptions and which were not previously disclosed, Purchaser shall deliver a Disapproval Notice to Seller within five (5) business days after receipt of such update and thereafter the rights and obligations of Seller and Purchaser shall be as set forth above in this Section 3.2 with respect to removal or cure of such new Defects. Notwithstanding anything to the contrary contained in this Agreement, any insurance obtained by Seller over a Defect or a Required Cure Item shall be by endorsement to the Title Policy in form and substance reasonably acceptable to Purchaser2.3.

Title Defects. Within fifteen (15) days after receipt by Purchaser ------------- of the last to be received of the updated Title Commitment, the Lien Searches and the Survey, Purchaser shall notify Seller in writing (a "Disapproval Notice") of any Defects other than Permitted Exceptions that are objected to by Purchaser. With respect to any Defects noted in a Disapproval Notice, Seller (a) shall cause any such Defects which are monetary liens of a fixed and ascertainable amount that may be removed solely by the payment of money, including without limitation, mortgage liens, security interests, judgment and mechanics' liens (collectively hereinafter referred to as "Required Cure Items"), to be removed, cured or insured over at or prior to the Closing and shall deposit with the Title Company releases or other appropriate instruments, in recordable form, sufficient to cause the removal of such items from the title (provided, however, that in no event shall Seller be required to pay more than Twenty Million Dollars ($20,000,000.00) in the aggregate with respect to Required Cure Items), and (b) shall notify Purchaser in writing within ten (10) days after of Buyer’s receipt of the Disapproval Notice whether Seller will cause all latter of the Title Commitment or the Survey (as defined in Section 6 (g) below), and in any of such other Defects to be removed, cured or insured over at or event prior to Closingthe expiration of the Due Diligence Period, and Seller Buyer shall be deemed to have elected to remove, cure or insure over all other Defects by Closing if Seller does not notify Purchaser to the contrary object in writing within such ten (10) day period. If Seller elects to any condition of title not satisfactory to remove, cure or insure over all Defects, Purchaser may electBuyer, in its Buyer’s sole discretion, discretion (i) subject hereinafter referred to satisfaction of the other conditions to Closing, to close the purchase of the Property, take title subject to the Defect noted in the Disapproval Notice that Seller elects not to remove, cure or insure over and deduct from the Purchase Price all costs incurred by Purchaser in connection with Purchaser's cure or removal of each Required Cure Item up to as a maximum of Twenty Million Dollars ($20,000,000.00) in the aggregate for all of the Required Cure Items, or (ii) to terminate this Agreement, in which event the Xxxxxxx Money and all interest accrued thereon shall be immediately returned to Purchaser“Title Defect”). Seller shall use commercially reasonable efforts to remove, cure or insure over all Required Cure Items and all Defects that Seller elects, or is deemed to have elected, to cure, remove or insure over. Seller shall have thirty (30) days to remove, cure or insure over any Defect that it has elected to remove, cure or insure over (or is deemed to have elected to remove, cure or insure over). The Closing Date shall be extended as necessary to permit the parties to exercise their respective rights and obligations pursuant to this Section 3.2. If any other update of the Title Commitment, or any update of the Lien Searches or the Survey at any time discloses any Defects which are not Permitted Exceptions and which were not previously disclosed, Purchaser shall deliver a Disapproval Notice to Seller notify Buyer within five (5) business days after receipt of such update and thereafter the rights and obligations of Seller and Purchaser shall be as set forth above in this Section 3.2 with respect to removal or cure of such new Defects. Notwithstanding anything to the contrary contained in this Agreement, any insurance obtained by Seller over a Defect or a Required Cure Item shall be by endorsement Buyer’s written objection to the Title Policy Defects whether Seller will cure the Objections. If Seller does not respond within said period, Seller, ELFP and Khair shall be deemed to have elected to not cure the Objections. Seller shall not have any obligation to cure any Title Defect except as otherwise expressly stated in form this Section. Xxxxxx shall (and, upon satisfaction of the Buy-Out Contingency, ELFP and substance reasonably acceptable Khair shall), without limitation, be responsible for the payment and satisfaction and discharge of record of any and all Title Defects of an ascertainable monetary value to Purchaserthe extent not in excess of $750,000 in the aggregate for all of the Property), said amount being exclusive of deeds to secure debt and other encumbrances filed against the Property with the consent of Xxxxxx, ELFP and/or Khair. If Seller does not agree (or are deemed to not agree) to cure the Title Defect, or if the Title Defect cannot be corrected prior to Closing despite the efforts that Seller may elect to undertake, Buyer may, at its option and as its sole and exclusive remedy, (a) terminate this Agreement and as a result Escrow Agent shall return the Deposit together with all accrued interest forthwith to Buyer, whereupon neither party shall have any obligation or liability to the other except to the a provision of this Agreement expressly survives a termination, or (b) elect to accept such title as Xxxxxx, ELFP and Khair are able to convey and proceed to Closing without abatement of or adjustment to the Purchase Price (except for Title Defects of an ascertainable monetary value). If Buyer fails to notify Seller that Buyer is terminating this Agreement pursuant to this Section within ten (10) business days of the expiration of the 10-day period, Buyer shall be deemed to have selected option (b) in the previous sentence.

Title Defects. Within fifteen (15) days after receipt by Purchaser of ------------- of the last to be received of the updated Title Commitment, the Lien Searches and the Survey, Purchaser shall notify Seller in writing (a "Disapproval Notice") of any Defects other than Permitted Exceptions that are objected to by Purchaser. With respect to any Defects noted in a Disapproval Notice, Seller (a) shall cause any such Defects which are monetary liens of a fixed and ascertainable amount that may be removed solely by the payment of money, including without limitation, mortgage liens, security interests, judgment and mechanics' liens (collectively hereinafter referred to as "Required Cure Items"), to be removed, cured or insured over at or prior to the Closing and shall deposit with the Title Company releases or other appropriate instruments, in recordable form, sufficient to cause the removal of such items from the title (provided, however, that in no event shall Seller be required to pay more than Twenty Eight Million Dollars ($20,000,000.008,000,000.00) in the aggregate with respect to Required Cure Items), and (b) shall notify Purchaser in writing within ten (10) days after receipt of the Disapproval Notice whether Seller will cause all or any of such other Defects to be removed, cured or insured over at or prior to Closing, and Seller shall be deemed to have elected to remove, cure or insure over all other Defects by Closing if Seller does not notify Purchaser to the contrary in writing within such ten (10) day period. If Seller elects not to remove, cure or insure over all Defects, Purchaser may elect, in its sole discretion, (i) subject to satisfaction of the other conditions to Closing, to close the purchase of the Property, take title subject to the Defect noted in the Disapproval Notice that Seller elects not to remove, cure or insure over and deduct from the Purchase Price all costs incurred by Purchaser in connection with Purchaser's cure or removal of each Required Cure Item up to a maximum of Twenty Eight Million Dollars ($20,000,000.008,000,000.00) in the aggregate for all of the Required Cure Items, or (ii) to terminate this Agreement, in which event the Xxxxxxx Money and all interest accrued thereon shall be immediately returned to Purchaser. Seller shall use commercially reasonable efforts to remove, cure or insure over all Required Cure Items and all Defects that Seller elects, or is deemed to have elected, to cure, remove or insure over. Seller shall have thirty (30) days to remove, cure or insure over any Defect that it has elected to remove, cure or insure over (or is deemed to have elected to remove, cure or insure over). The Closing Date shall be extended as necessary to permit the parties to exercise their respective rights and obligations pursuant to this Section 3.2. If any other update of the Title Commitment, or any update of the Lien Searches or the Survey at any time discloses any Defects which are not Permitted Exceptions and which were not previously disclosed, Purchaser shall deliver a Disapproval Notice to Seller within five (5) business days after receipt of such update and thereafter the rights and obligations of Seller and Purchaser shall be as set forth above in this Section 3.2 with respect to removal or cure of such new Defects. Notwithstanding anything to the contrary contained in this Agreement, any insurance obtained by Seller over a Defect or a Required Cure Item shall be by endorsement to the Title Policy in form and substance reasonably acceptable to Purchaser.

Title Defects. Within fifteen 9.1 Purchaser shall have twenty (1520) days after from receipt by Purchaser ------------- of the last Title Evidence and the Survey (updated and modified, if applicable, to meet the requirements of Section 8), respectively, within which to examine each of them. If Purchaser finds title to be received of the updated Title Commitment, the Lien Searches and the Surveydefective, Purchaser shall shall, no later than the end of each such twenty (20) day examination period, notify Seller in writing (a "Disapproval Notice") specifying the title defect(s). If Purchaser fails to give Seller written notice of any Defects title defect(s) before the expiration of each such twenty (20) day period, the defects shown in the Title Evidence or Survey shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than Permitted Exceptions that are objected to by Purchaser. With respect to any Defects noted as represented in a Disapproval Noticethis Agreement, Seller (a) shall use Seller's best efforts to cause such defects to be cured by the Closing Date. Seller agrees to remove by payment, bonding, or otherwise any such Defects which are monetary liens lien against the Property capable of a fixed and ascertainable amount that may be removed solely removal by the payment of moneymoney or bonding. Seller shall not be obligated to 3 4 bring suit, including without limitation, mortgage liens, security interests, judgment and mechanics' liens (collectively hereinafter referred to as "Required Cure Items")if necessary, to be removed, cured or insured over at or prior to the Closing and shall deposit with the Title Company releases or cure any other appropriate instruments, in recordable form, sufficient to cause the removal of such items from the title (provideddefect; Purchaser, however, that shall then have the options described in no event Section 9.3. At either party's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating any title defects. 9.3 If Seller does not eliminate such defects as of the Closing Date as the same may be extended under the preceding sentence, or if any new "title defects" appear from the date of the Title Evidence through the Closing Date, which Seller does not eliminate as of the Closing Date, Purchaser shall Seller be required to pay more than Twenty Million Dollars ($20,000,000.00) have the option to: 9.3.1 Close and accept the title "as is", without reduction in the aggregate with respect to Required Cure ItemsPurchase Price and without claim against Seller for such title defects (except for any lien or other matter that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing), and (b) ; in such event the Closing shall notify Purchaser in writing within take place ten (10) days after receipt of the Disapproval Notice whether Seller will cause all or any notice of such other Defects to be removed, cured or insured over at or prior to Closing, and Seller shall be deemed to have elected to remove, cure or insure over all other Defects by Closing if Seller does not notify Purchaser to the contrary in writing within such ten (10) day period. If Seller elects not to remove, cure or insure over all Defects, Purchaser may elect, in its sole discretion, (i) subject to satisfaction of the other conditions to Closing, to close the purchase of the Property, take title subject to the Defect noted in the Disapproval Notice that Seller elects not to remove, cure or insure over and deduct from the Purchase Price all costs incurred by Purchaser in connection with Purchaser's cure or removal of each Required Cure Item up to a maximum of Twenty Million Dollars ($20,000,000.00) in the aggregate for all of the Required Cure Itemselection, or (ii) to terminate on the Closing Date, whichever is later; or 9.3.2 Cancel this Agreement, in which event Escrow Agent shall return the Xxxxxxx Money and Deposit together with all interest accrued thereon earned on it to Purchaser; upon such return of the Deposit, both parties shall be immediately returned to Purchaser. Seller shall use commercially reasonable efforts to remove, cure or insure over released from all Required Cure Items and all Defects that Seller elects, or is deemed to have elected, to cure, remove or insure over. Seller shall have thirty (30) days to remove, cure or insure over any Defect that it has elected to remove, cure or insure over (or is deemed to have elected to remove, cure or insure over). The Closing Date shall be extended as necessary to permit the parties to exercise their respective rights and further obligations pursuant to this Section 3.2. If any other update of the Title Commitment, or any update of the Lien Searches or the Survey at any time discloses any Defects which are not Permitted Exceptions and which were not previously disclosed, Purchaser shall deliver a Disapproval Notice to Seller within five (5) business days after receipt of such update and thereafter the rights and obligations of Seller and Purchaser shall be as set forth above in this Section 3.2 with respect to removal or cure of such new Defects. Notwithstanding anything to the contrary contained in under this Agreement, any insurance obtained unless such defects were caused by Seller's willful act or willful omission, in which event Seller over a Defect or a Required Cure Item shall be remain liable to Purchaser for damages caused by endorsement to the Title Policy in form and substance reasonably acceptable to Purchaserdefects. 10.

Title Defects. Within fifteen (15) days after receipt The Purchaser shall have the right to review the Title Commitments, Title Opinions, RDPRM Searches and any surveys or certificates of location of the Properties obtained by Purchaser ------------- or any existing survey or certificate of location (or any revision or update of any of them, all of which are collectively referred to as the last to be received of “Surveys”). The Purchaser shall obtain any new Surveys within 3 weeks after the updated Title Commitment, the Lien Searches and the Survey, Execution Date. The Purchaser shall notify Seller the Sellers in writing (a "Disapproval Notice") within 10 business days after the Purchaser receives the last of the Title Commitments, Surveys, Title Opinions and RDPRM Searches, as the case may be, of any Defects defects in or exceptions to title to either of the Properties (other than the Permitted Exceptions Exceptions) that are objected the Purchaser finds to by be unacceptable. Within 5 business days after receiving such notice from the Purchaser. With respect to any Defects noted in a Disapproval Notice, Seller the Sellers shall notify the Purchaser of the Sellers’ election (a) shall cause any to cure such Defects which are monetary liens of a fixed and ascertainable amount that may be removed solely by the payment of money, including without limitation, mortgage liens, security interests, judgment and mechanics' liens (collectively hereinafter referred to as "Required Cure Items"), to be removed, cured or insured over at or prior to the Closing and shall deposit with the Title Company releases or other appropriate instruments, in recordable form, sufficient to cause the removal of such items from the title (provided, however, that in no event shall Seller be required to pay more than Twenty Million Dollars ($20,000,000.00) in the aggregate with respect to Required Cure Items), and (b) shall notify Purchaser in writing within ten (10) days after receipt of the Disapproval Notice whether Seller will cause all or any of such other Defects to be removed, cured or insured over at or prior to Closing, and Seller shall be deemed to have elected to remove, cure or insure over all other Defects by Closing if Seller does not notify Purchaser to the contrary in writing within such ten (10) day period. If Seller elects not to remove, cure or insure over all Defects, Purchaser may elect, in its sole discretion, (i) subject to satisfaction of the other conditions to Closing, to close the purchase of the Property, take title subject to the Defect noted in the Disapproval Notice that Seller elects not to remove, cure or insure over and deduct from the Purchase Price all costs incurred by Purchaser in connection with Purchaser's cure or removal of each Required Cure Item up to a maximum of Twenty Million Dollars ($20,000,000.00) in the aggregate for all of the Required Cure Items, or (ii) to terminate this Agreementexceptions, in which event the Xxxxxxx Money Sellers shall cure such exceptions promptly and all interest accrued thereon shall be immediately returned to Purchaser. Seller shall use commercially reasonable efforts to removeat their expense, cure or insure over all Required Cure Items including, if applicable, obtaining a judgment confirming title, and all Defects that Seller elects, or is deemed to have elected, to cure, remove or insure over. Seller shall have thirty (30) days to remove, cure or insure over any Defect that it has elected to remove, cure or insure over (or is deemed to have elected to remove, cure or insure over). The the Closing Date shall be extended as necessary to permit the parties completion of such cure, or (b) not to exercise their respective rights cure such exceptions, in which event the Purchaser shall either waive such condition and obligations pursuant proceed to purchase the Properties as provided herein or terminate this Section 3.2Agreement. If the Purchaser so elects to terminate, the Deposit shall be returned to the Purchaser, and the parties shall have no further rights or obligations hereunder, except for the Post-Termination Obligations. Unless the Sellers expressly agree to do so, the Sellers shall have no obligation to cure or remove any title defects or exceptions; provided that the Sellers shall pay off the Mortgage Loan, and any other update monetary liens and hypothecs (other than the Permitted Exceptions), at the Closing so as to effect the release of the Title CommitmentProperties from any mortgages, or any update deeds of trust, hypothecs and other documents and instruments securing repayment of the Lien Searches or the Survey at any time discloses any Defects which are not Permitted Exceptions and which were not previously disclosed, Purchaser shall deliver a Disapproval Notice to Seller within five (5) business days after receipt of such update and thereafter the rights and obligations of Seller and Purchaser shall be as set forth above in this Section 3.2 with respect to removal or cure of such new Defects. Notwithstanding anything to the contrary contained in this Agreement, any insurance obtained by Seller over a Defect or a Required Cure Item shall be by endorsement to the Title Policy in form and substance reasonably acceptable to PurchaserMortgage Loan.

Title Defects. Within fifteen (15) days after receipt by Purchaser ------------- of The term “Title Defect,” as used herein, subject to Permitted Encumbrances, shall be limited to a defect in Seller’s title to the last Assets which results or could reasonably be expected to be received of the updated Title Commitment, the Lien Searches and the Survey, Purchaser shall notify Seller result in writing (a "Disapproval Notice") of any Defects other than Permitted Exceptions that are objected to by Purchaser. With respect to any Defects noted in a Disapproval Notice, Seller (a) shall cause any such Defects which are monetary liens a net revenue interest for an Asset less than the net revenue interest shown for that Asset in Exhibit “C,” or (b) a working interest for an Asset greater than the working interest shown for that Asset in Exhibit “C” without a corresponding increase in the net revenue interest or (c) the existence of a fixed lien, agreement or other encumbrance. In the event either party notifies the other that Seller owns a greater net revenue interest than that shown on Exhibit “C,” then the Purchase Price shall be increased based upon the amount allocated to the affected Asset on Exhibit “C”. Provided, however, Buyer may not assert a Title Defect for an Asset unless Buyer has allocated value on Exhibit “C” (an allocation of value to a well or lease shall include that portion of the other Assets that are necessary for the operation of such well or lease and ascertainable the production of hydrocarbons from such well or lease), and unless Buyer reasonably believes that the effect of such Title Defect on the value of the Asset or on Seller’s stated net revenue interest and/or working interest for such Asset would result in a reduction to Buyer’s allocated amount of the Purchase Price for such Asset, as shown on Exhibit “C,” equal to at least Fifteen Thousand and No/100 Dollars ($15,000.00) (“Material Title Defect”). In addition, if the total value of all Material Title Defects, in the aggregate, does not meet or exceed One-Percent (1%) of the Purchase Price as defined in Section 1.3, then there shall be no adjustment to the Purchase Price or any other remedy from or obligation of Seller that may shall be removed available to Buyer. Provided further, in the event the amount attributable to Material Title Defects, in the aggregate, satisfies the threshold percentage set forth above and a reduction to the Purchase Price is warranted, then the Purchase Price shall only be reduced to the extent the amount attributable to Material Title Defects, in the aggregate, exceeds the percentage of the Purchase Price specified above, and all amounts attributable to Material Title Defects, in the aggregate, that are below such threshold percentage shall be borne solely by Buyer, and there shall be no adjustment to the payment Purchase Price therefor. In determining whether a Title Defect exists as to any Asset for purposes of moneythis Agreement, including the Parties shall give due consideration to the length of time the affected property has been producing hydrocarbon substances and whether any omissions, encroachments, encumbrances or other claimed defects are customarily acceptable to prudent operators and interest owners. Such usual and customary defects include, without limitation, mortgage liensdefects that have been cured by possession under applicable statutes of limitations, security interestsdefects in the early chain of title such as failure to recite marital status in documents, judgment and mechanics' liens omissions of heirship or succession proceedings, lack of survey or failure to record releases of lien, production payments or mortgages that have expired by their own terms. Notwithstanding the foregoing provisions of this 3.2, none of the following (collectively hereinafter referred to as "Required Cure Items"), to be removed, cured or insured over at or prior to the Closing and shall deposit with the Title Company releases or other appropriate instruments, in recordable form, sufficient to cause the removal of such items from the title (provided, however, that in no event shall Seller be required to pay more than Twenty Million Dollars ($20,000,000.00) in the aggregate with respect to Required Cure Items), and (b“Permitted Encumbrances”) shall notify Purchaser in writing within ten (10) days after receipt of the Disapproval Notice whether Seller will cause all or any of such other Defects to be removed, cured or insured over at or prior to Closing, and Seller shall be deemed to have elected to remove, cure or insure over all other Defects by Closing if Seller does not notify Purchaser to the contrary in writing within such ten (10) day period. If Seller elects not to remove, cure or insure over all Defects, Purchaser may elect, in its sole discretion, (i) subject to satisfaction of the other conditions to Closing, to close the purchase of the Property, take title subject to the Defect noted in the Disapproval Notice that Seller elects not to remove, cure or insure over and deduct from the Purchase Price all costs incurred by Purchaser in connection with Purchaser's cure or removal of each Required Cure Item up to constitute a maximum of Twenty Million Dollars ($20,000,000.00) in the aggregate for all of the Required Cure Items, or (ii) to terminate this Agreement, in which event the Xxxxxxx Money and all interest accrued thereon shall be immediately returned to Purchaser. Seller shall use commercially reasonable efforts to remove, cure or insure over all Required Cure Items and all Defects that Seller elects, or is deemed to have elected, to cure, remove or insure over. Seller shall have thirty (30) days to remove, cure or insure over any Defect that it has elected to remove, cure or insure over (or is deemed to have elected to remove, cure or insure over). The Closing Date shall be extended as necessary to permit the parties to exercise their respective rights and obligations pursuant to this Section 3.2. If any other update of the Material Title Commitment, or any update of the Lien Searches or the Survey at any time discloses any Defects which are not Permitted Exceptions and which were not previously disclosed, Purchaser shall deliver a Disapproval Notice to Seller within five (5) business days after receipt of such update and thereafter the rights and obligations of Seller and Purchaser shall be as set forth above in this Section 3.2 with respect to removal or cure of such new Defects. Notwithstanding anything to the contrary contained in this Agreement, any insurance obtained by Seller over a Defect or a Required Cure Item shall be by endorsement to the Title Policy in form and substance reasonably acceptable to Purchaser.Defect: