Title Benefits. (a) If a Party discovers any Title Benefit affecting the Assets, it shall promptly notify the other Party in writing thereof on or before the expiration of the Defective Interest Notice Date. Subject to Section 3.4(a), Seller shall be entitled to an upward adjustment to the Preliminary Purchase Price pursuant to Section 2.4(a)(v) with respect to all Title Benefits, in an amount determined in accordance with Section 3.4(c). For purposes of this Agreement, the term “
Title Benefits. Seller will have the right to assert rights, circumstances or conditions that operate to (i) increase the Net Revenue Interest of Seller in any Lease, Well, or Unit above that shown in Exhibit A or Exhibit B, respectively, to the extent the same does not cause a greater than proportionate increase in Seller’s Working Interest therein above that shown in Exhibit A or Exhibit B respectively, (ii) decrease the Working Interest of Seller in any Lease, Well, or Unit below that shown in Exhibit A or Exhibit B, respectively, to the extent that such decrease in Seller’s Working Interest does not cause a decrease in Seller’s Net Revenue Interest therein below that shown in Exhibit A or Exhibit B, respectively, or (iii) increase the Net Acres of Seller covered by a Lease (other than due to an increase in Seller’s Working Interest that is not accompanied by a proportionate increase in Seller’s Net Revenue Interest) above that shown in Exhibit A (each, a “Title Benefit”). Title Benefits may be asserted hereunder for the purposes of offsetting (x) any Defect Amounts used to determine the Title Defect Adjustment Amount pursuant to Section 6.4(d) and (y) Defect Amounts used to determine whether the closing condition in Section 7.2(e) has been satisfied. To assert a Title Benefit, Seller must deliver a claim notice to Purchaser (a “Title Benefit Notice”) promptly after the discovery thereof, but in no event later than Claim Date. Each Title Benefit Notice shall be in writing and include (a) a description of the alleged Title Benefit that is reasonably sufficient for Purchaser to determine the basis of the alleged Title Benefit, (b) the Asset affected by the Title Benefit (a “Title Benefit Property”), (c) all documents upon which Seller relies for its assertion of a Title Benefit, including supporting documents reasonably necessary for Purchaser to verify the existence of the Title Benefit, and (d) the amount by which Seller reasonably believes the value of each Title Benefit Property is increased by the Title Benefit (the “Title Benefit Amount”) and the computations and information upon which Seller’s calculation is based. The Title Benefit Amount resulting from a Title Benefit shall be determined in accordance with the same methodology, terms and conditions for determining the Defect Amount with respect to a Title Defect.
Title Benefits. (a) Should either Party or such Party’s representatives discover any Title Benefit on or before the end of the Title Examination Period, Seller shall have the right, and Buyer shall have the obligation, to notify the other Party thereof on or before the end of the Title Examination Period, which notice shall include (i) a description of the Title Benefit(s), (ii) the Asset affected (each, a “Title Benefit Property”), (iii) the Allocated Value of such Title Benefit Property, (iv) documentation sufficient to reasonably support the asserted Title Benefit, and (v) the amount by which the asserting Party reasonably believes the Allocated Value of such Title Benefit Property is increased by the alleged Title Benefit and the computations and information upon which such Party’s belief is based.
Title Benefits. (a) Definition. The term “
Title Benefits. (a) Should any Party discover any Title Benefit on or before the end of the Title Examination Period that would have a Title Benefit Amount greater than $50,000 in the aggregate, each Seller shall have the right, and Buyer shall have the obligation, to notify Buyer or the Seller Representative, as applicable, thereof on or before the end of the Title Examination Period, which notice shall include (i) a description of the Title Benefit(s), (ii) the Assets affected (each “Title Benefit Property”), (iii) the Allocated Value of each Title Benefit Property, (iv) documentation sufficient to reasonably support the asserted Title Benefit(s), and (v) the amount by which the asserting Party reasonably believes the Allocated Value of each Title Benefit Property is increased by the alleged Title Benefit(s) and the computations and information upon which such Party’s belief is based.
Title Benefits. (a) Subject to Section 6.7, Seller shall be entitled to an upward adjustment to the Purchase Price with respect to all Title Benefits of which Seller provides Buyer notice (a “Title Benefit Notice”) in writing prior to the expiration of the Examination Period in an amount (the “Title Benefit Value”) mutually agreed upon by the parties determined in accordance with the criteria set forth in Section 6.4(b). Notwithstanding the foregoing, if the Title Defect Value is disputed, no upward adjustment to the Purchase Price shall be made for Title Benefits until the Title Defect Value has been determined in accordance with Section 6.5. A party identifying a Title Benefit affecting the Assets shall promptly deliver such a Title Benefit Notice to the other party in the same form and including the same information as specified in Section 6.4(a) for a Title Defect Notice. The term “
Title Benefits. (a) Subject to Section 6.7, Seller shall be entitled to an upward adjustment to the Purchase Price with respect to all Title Benefits of which Seller provides Buyer notice (a “Title Benefit Notice”) in writing prior to the expiration of the Examination Period in an amount (the “Title Benefit Value”) mutually agreed upon by the parties determined in accordance with the criteria set forth in the definition of the term Title Defect Value, net of the mutually agreed Title Defect Value. Notwithstanding the foregoing if the Title Defect Value is disputed, no upward adjustment to the Purchase Price shall be made for Title Benefits until the Title Defect Value has been determined in accordance with Section 6.5. A party identifying a Title Benefit affecting the Assets shall promptly deliver such a Title Benefit Notice to the other party. The term “
Title Benefits. 37 6.7 Limitation of Remedies for Title Defects; Title Benefits 38 7. Environmental Matters 38 7.1 Environmental Review. 38 7.2 Environmental Definitions. 41 7.3 Notice of Environmental Defects 41 7.4 Remedies for Environmental Defects 42 7.5 Limitation of Remedies for Environmental Defects 43 7.6 Post-Closing Environmental Indemnification by Xxxxx 43 7.7 Condition of the Assets 44 7.8 Waiver 45 8. Independent Experts 45 8.1 Selection of Independent Experts 45 8.2 Location of Proceeding 45 9. Additional Covenants 45 9.1 Operations Prior to Closing 45 9.2 Preferential Rights to Purchase and Consents. 47 9.3 Compliance 48 9.4 Employees 48 9.5 Non-Compete 48 9.6 Financial Information and Audit Cooperation 49 10. Closing, Termination and Final Adjustments 51 10.1 Conditions Precedent 51 10.2 Closing 56 10.3 Termination 57 10.4 Final Adjustments 58 11. Miscellaneous 59 11.1 Oil, Gas and End Product Imbalances 59 11.2 Insurance 59 11.3 Casualty Loss of Assets 60 11.4 Books and Records 60 11.5 Publicity 60 11.6 Assignment 61 11.7 Entire Agreement; Amendment 61 11.8 Notices 61 11.9 Governing Law; Submission to Jurisdiction. 62 11.10 Confidentiality 62 11.11 Survival of Certain Obligations 63 11.12 Further Cooperation 63 11.13 Counterparts 63 11.14 Exhibits and Schedules 63 11.15 Severability 63 11.16 Expenses, Post-Closing Consents and Recording 63 11.17 Removal of Signs and Markers 64 11.18 CONSPICUOUSNESS/EXPRESS NEGLIGENCE ii 64 11.19 Waiver of Certain Damages 64 11.20 Waiver of Jury Trial 65 11.21 Third-Party Beneficiaries 65 LIST OF EXHIBITS Exhibit “A” – Lease and Well Descriptions Exhibit “B” – Surface Interests Exhibit “C” – Form of Assignment Exhibit “C-2” – Form of Deed Exhibit “C-3” – Form of Assignment of Midland Office Lease Exhibit “D” – Form of Escrow Agreement Exhibit “E” – Form of Certificate of Non-Foreign Status LIST OF SCHEDULES Schedule 1.1(a)(vi) – Contracts Schedule 1.4 – Suspended Proceeds Schedule 2.3 – Allocated Values Schedule 2.4(a)(ii) – Reference Prices for Stock Hydrocarbons Schedule 5.1(g) – Litigation Schedule 5.1(i) – Claims Schedule 5.1(j) – Compliance with Laws Schedule 5.1(l) – Rights to Production Schedule 5.1(n) – Preferential Rights and Required Consents Schedule 5.1(q) – Non-Consent Operations Schedule 5.1(r) – AFEs Schedule 5.1(s) – Production Burdens and Expenses Schedule 5.1(t) – Other Production Sales Matters Schedule 5.1(u) – Payout Balances Schedule 5.1(v) – Xxxxx Schedule 6.2 – Stratigraphic Marker Horizon Schedule 6...
Title Benefits. (a) Should Seller discover any Title Benefit on or before the end of the Title Examination Period, Seller shall have the right to notify the Buyer on or before the end of the Title Examination Period, which notice shall include (i) a description of the Title Benefit(s), (ii) the Assets affected (each, a “Title Benefit Property”), (iii) the Allocated Value of each Title Benefit Property, (iv) documentation sufficient to reasonably support and explain the asserted Title Benefit(s) and (v) the amount by which the Seller reasonably believes the Allocated Value of each Title Benefit Property is increased by the alleged Title Benefit(s) and the computations and information upon which such Party’s belief is based.
Title Benefits. If Buyer discovers any Title Benefit on or before the expiration of the Claim Deadline, Buyer shall, as soon as practicable but in any case prior to 5:00 p.m. Central Time on the Claim Deadline, deliver a Notice to Seller, 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, and (iv) Buyer’s good faith reasonable estimate of the Title Benefit Amount attributable to such individual alleged Title Benefit and the computations and information upon which Buyer’s estimate is based. Seller shall have the right, but not the obligation, to deliver to Buyer a similar Notice on or before the expiration of the Examination Period with respect to each Title Benefit discovered by Seller. With respect to each Title Benefit Property reported hereunder (or which Buyer should have reported hereunder), an amount (the “Title Benefit Amount”) equal to the increase in the Allocated Value for such Title Benefit Property caused by such Title Benefit will be determined as set forth in Section 3.1(h).
