Title Credit Notice. Seller or Buyer, as the case may be, as a “Disclosing Credit Party,” may (but are not obligated to), give the other Party written notice of alleged Title Credits (a “Credit Notice”) promptly upon the Disclosing Credit Party’s discovery thereof, and in any event, prior to the Title Claims Date. To be effective, such Credit Notice provided by a Disclosing Credit Party shall be in writing, delivered to the other Party prior to the Title Claims Date, and shall include # a reasonably detailed description of the alleged Title Credit, including the Disclosing Credit Party’s detailed findings and reasons for concluding that such alleged Title Credit exists, # the Allocated Value of the Tract or affected by the Title Credit, # the amount by which the Disclosing Credit Party reasonably believes that the Allocated Value of the affected Tract is increased by the alleged Title Credit and the computations and information upon which the Disclosing Credit Party’s belief is based, and # all supporting information and documents in the Disclosing Credit Party’s possession or reasonable control relating to such asserted Title Credit necessary for the other Party to verify such Title Credit and the value thereof; provided, however, that an alleged failure to comply with [subsections (i) through (iv)] above shall not cause any such Credit Notice to be invalid or any Title Credit to be waived so long as the Credit Notice is timely delivered and it provides reasonably sufficient notice and supporting documents to Seller of the existence of and reasonable details regarding the nature of the alleged Title Credit. Seller shall be deemed for any and all purposes to have waived, and Buyer shall have no liability for, all Title Credits # of which Buyer has not received a Credit Notice from Seller, or # for which Buyer has failed to provide a Credit Notice to Seller, on or before the Title Claims Date meeting the requirements of this Section 3.2(b). Prior to the Title Claims Date, the Party receiving a Credit Notice shall notify the Disclosing Credit Party if any written alleged Title Credits received from the Disclosing Credit Party on or before the Title Claims Date do not comply with the provisions of this Section 3.2(b). Upon a Party’s receipt on or prior to the Title Claims Date of any Credit Notice, such Party shall review such Credit Notice in good faith and determine whether it believes such Credit Notice meets the requirements of this Section 3.2(b). If a Party determines that any Credit Notice fails to meet the requirements of this Section 3.2(b), such Party shall provide written notice to the Disclosing Credit Party of such determination (and reasonable detail of the basis for such determination) (a “Credit Deficiency Notice”) as soon as reasonably practicable following such Party’s receipt of the Credit Notice. Notwithstanding anything to the contrary, with respect to each Credit Notice received by Buyer on or prior to the Title Claim Date, Buyer may not dispute any alleged Title Credit set forth in any such Credit Notice on the basis that it did not meet the requirements of this Section 3.2(b) unless it provides prompt written notice to Seller (no later than five (5) Business Days following the Title Claim Date) of the basis upon which Buyer (acting in good faith) has determined that the Credit Notice failed to meet the requirements of this Section 3.2(b).

Title Defect Notice. Buyer shall give Seller written notice of alleged Title Defects (a “Defect Allegation”) promptly upon Buyer’s discovery thereof, and in any event, prior to the Title Claims Date. To be effective, such Defect Allegation shall be in writing, delivered to Seller before the Title Claims Date and shall include # a reasonably detailed description of the alleged Title Defect, including Buyer’s detailed findings and reasons for concluding that such alleged Title Defect exists, # the Allocated Value of the Tract affected by the Title Defect, # the amount by which Buyer reasonably believes that the Allocated Value of the affected Tract is reduced by the alleged Title Defect and the computations and information upon which Buyer’s belief is based, and # all supporting information and documents in Buyer’s possession or reasonable control relating to such asserted Title Defect necessary for Seller to verify such Title Defect and the value thereof; provided, however, that an alleged failure to comply with [subsections (i) through (iv)] above shall not cause any such Defect Allegation to be invalid or any Title Defect to be waived so long as the Defect Allegation is timely delivered and it provides reasonably sufficient notice and supporting documents to Seller of the existence of and reasonable details regarding the nature of the alleged Title Defect. Except for any claim under the Special Warranty, Buyer shall be deemed for any and all purposes to have waived, and Seller shall have no liability for, any Title Defects and other defects of title of which Seller have not received a Defect Allegation from Buyer on or before the Title Claims Date meeting the requirements of this Section 3.2(a). Notwithstanding the foregoing, Buyer shall be entitled to modify or amend any Defect Allegation or other communication until the Title Claims Date, and Buyer shall not be deemed to have waived any Title Defects that are ultimately asserted in a Defect Allegation from Buyer on or before the Title Claims Date meeting the requirements of this Section 3.2(a). Upon Seller’s receipt on or prior to the Title Claims Date of any Defect Allegation, Seller shall review such Defect Allegation in good faith and determine whether Seller believes such Defect Allegation meets the requirements of this Section 3.2(a). If Seller determines that any Defect Allegation fails to meet the requirements of this Section 3.2(a), Seller shall provide written notice to Buyer of such determination (and reasonable detail of the basis for such determination) (a “Deficiency Notice”) as soon as reasonably practicable following Seller’s receipt of such Defect Allegation. Notwithstanding anything to the contrary, with respect to each Defect Allegation received by Seller on or prior to the Title Claim Date, Seller may not dispute any alleged Title Defect set forth in any such Defect Allegation on the basis that it did not meet the requirements of this Section 3.2(a) unless Seller provides prompt written notice to Buyer (no later than five (5) Business Days following the Title Claim Date) of the basis upon which Seller (acting in good faith) has determined that the Defect Allegation failed to meet the requirements of this Section 3.2(a).

Title Credit Notice. Seller or Buyer, as the case may be, as a “Disclosing Credit Party”, may (but is not obligated to), give the other Party written notice of alleged Title Credits (a “Credit Notice”) promptly upon the Disclosing Credit Party’s discovery thereof, and in any event, prior to the Title Claims Date. To be effective, such Credit Notice provided by a Disclosing Credit Party shall be in writing, delivered to the other Party prior to the Title Claims Date, and shall include # a reasonably detailed description of the alleged Title Credit, including the Disclosing Credit Party’s detailed findings and reasons for concluding that such alleged Title Credit exists, # the Allocated Value of the Tract affected by the Title Credit, # the amount by which the Disclosing Credit Party reasonably believes that the Allocated Value of the affected Tract is increased by the alleged Title Credit and the computations and information upon which the Disclosing Credit Party’s belief is based, and # all supporting information and documents in the Disclosing Credit Party’s possession or reasonable control relating to such asserted Title Credit necessary for the other Party to verify such Title Credit and the value thereof; provided, however, that an alleged failure to comply with [subsections (i) through (iv)] above shall not cause any such Credit Notice to be invalid or any Title Credit to be waived so long as the Credit Notice is timely delivered and it provides reasonably sufficient notice and supporting documents to Seller of the existence of and reasonable details regarding the nature of the alleged Title Credit. Seller shall be deemed for any and all purposes to have waived, and Buyer shall have no liability for, all Title Credits # of which Buyer has not received a Credit Notice from Seller, or # for which Buyer has failed to provide a Credit Notice to Seller, on or before the Title Claims Date meeting the requirements of this Section 3.2(b). Prior to the Title Claims Date, the Party receiving a Credit Notice shall notify the Disclosing Credit Party if any written alleged Title Credits received from the Disclosing Credit Party on or before the Title Claims Date do not comply with the provisions of this Section 3.2(b). Upon a Party’s receipt on or prior to the Title Claims Date of any Credit Notice, such Party shall review such Credit Notice in good faith and determine whether it believes such Credit Notice meets the requirements of this Section 3.2(b). If a Party determines that any Credit Notice fails to meet the requirements of this Section 3.2(b), such Party shall provide written notice to the Disclosing Credit Party of such determination (and reasonable detail of the basis for such determination) (a “Credit Deficiency Notice”) as soon as reasonably practicable following such Party’s receipt of the Credit Notice. Notwithstanding anything to the contrary, with respect to each Credit Notice received by Buyer on or prior to the Title Claim Date, Buyer may not dispute any alleged Title Credit set forth in any such Credit Notice on the basis that it did not meet the requirements of this Section 3.2(b) unless it provides prompt written notice to Seller (no later than five (5) Business Days following the Title Claim Date) of the basis upon which Buyer (acting in good faith) has determined that the Credit Notice failed to meet the requirements of this Section 3.2(b).

Title Defect Notice. Buyer shall give Sellers written notice of alleged Title Defects (a “Defect Allegation”) promptly upon Buyer’s discovery thereof, and in any event, prior to the Title Claims Date. To be effective, such Defect Allegation shall be in writing, delivered to Sellers before the Title Claims Date and shall include # a reasonably detailed description of the alleged Title Defect, including Buyer’s detailed findings and reasons for concluding that such alleged Title Defect exists, # the Allocated Value of the Tract affected by the Title Defect, # the amount by which Buyer reasonably believes that the Allocated Value of the affected Tract is reduced by the alleged Title Defect and the computations and information upon which Buyer’s belief is based, and # all supporting information and documents in Buyer’s possession or reasonable control relating to such asserted Title Defect necessary for Sellers to verify such Title Defect and the value thereof; provided, however, that an alleged failure to comply with [subsections (i) through (iv)] above shall not cause any such Defect Allegation to be invalid or any Title Defect to be waived so long as the Defect Allegation is timely delivered and it provides reasonably sufficient notice and supporting documents to Sellers of the existence of and reasonable details regarding the nature of the alleged Title Defect. Except for any claim under the Special Warranty, Buyer shall be deemed for any and all purposes to have waived, and Sellers shall have no liability for, any Title Defects and other defects of title of which Sellers have not received a Defect Allegation from Buyer on or before the Title Claims Date meeting the requirements of this Section 3.2(a). Notwithstanding the foregoing, Buyer shall be entitled to modify or amend any Defect Allegation or other communication until the Title Claims Date, and Buyer shall not be deemed to have waived any Title Defects that are ultimately asserted in a Defect Allegation from Buyer on or before the Title Claims Date meeting the requirements of this Section 3.2(a). Upon Sellers’ receipt on or prior to the Title Claims Date of any Defect Allegation, Sellers shall review such Defect Allegation in good faith and determine whether Sellers believe such Defect Allegation meets the requirements of this Section 3.2(a). If Sellers determine that any Defect Allegation fails to meet the requirements of this Section 3.2(a), Sellers shall provide written notice to Buyer of such determination (and reasonable detail of the basis for such determination) (a “Deficiency Notice”) as soon as reasonably practicable following Sellers’ receipt of such Defect Allegation. Notwithstanding anything to the contrary, with respect to each Defect Allegation received by Sellers on or prior to the Title Claim Date, Sellers may not dispute any alleged Title Defect set forth in any such Defect Allegation on the basis that it did not meet the requirements of this Section 3.2(a) unless Sellers provide prompt written notice to Buyer (no later than five (5) Business Days following the Title Claim Date) of the basis upon which Sellers (acting in good faith) have determined that the Defect Allegation failed to meet the requirements of this Section 3.2(a).

Title Credit Amounts. The value of a Title Credit (a “Title Credit Amount”) shall be calculated as follows:

Title Defect Notice. Buyer shall give Sellers written notice of alleged Title Defects (a “Defect Allegation”) promptly upon Buyer’s discovery thereof, and in any event, prior to the Title Claims Date. To be effective, such Defect Allegation shall be in writing, delivered to Sellers before the Title Claims Date and shall include # a reasonably detailed description of the alleged Title Defect, including Buyer’s detailed findings and reasons for concluding that such alleged Title Defect exists, # the Allocated Value of the Tract or Well that includes the Asset affected by the Title Defect, # the amount by which Buyer reasonably believes that the Allocated Value of the affected Tract or Well is reduced by the alleged Title Defect and the computations and information upon which Buyer’s belief is based, and # all supporting information and documents in Buyer’s possession or reasonable control relating to such asserted Title Defect necessary for Sellers to verify such Title Defect and the value thereof; provided, however, that an alleged failure to comply with [subsections (i) through (iv)] above shall not cause any such Defect Allegation to be invalid or any Title Defect to be waived so long as the Defect Allegation is timely delivered and it provides reasonably sufficient notice and supporting documents to Sellers of the existence of and reasonable details regarding the nature of the alleged Title Defect. Except for any claim under the Special Warranty, Buyer shall be deemed for any and all purposes to have waived, and Sellers shall have no liability for, any Title Defects and other defects of title of which Sellers have not received a Defect Allegation from Buyer on or before the Title Claims Date meeting the requirements of this Section 3.2(a). Notwithstanding the foregoing, Buyer shall be entitled to modify or amend any Defect Allegation or other communication until the Title Claims Date, and Buyer shall not be deemed to have waived any Title Defects that are ultimately asserted in a Defect Allegation from Buyer on or before the Title Claims Date meeting the requirements of this Section 3.2(a). Upon Sellers’ receipt on or prior to the Title Claims Date of any Defect Allegation, Sellers shall review such Defect Allegation in good faith and determine whether Sellers believe such Defect Allegation meets the requirements of this Section 3.2(a). If Sellers determine that any Defect Allegation fails to meet the requirements of this Section 3.2(a), Sellers shall provide written notice to Buyer of such determination (and reasonable detail of the basis for such determination) (a “Deficiency Notice”) as soon as reasonably practicable following Sellers’ receipt of such Defect Allegation. Notwithstanding anything to the contrary, with respect to each Defect Allegation received by Sellers on or prior to the Title Claim Date, Sellers may not dispute any alleged Title Defect set forth in any such Defect Allegation on the basis that it did not meet the requirements of this Section 3.2(a) unless Sellers provide prompt written notice to Buyer (no later than five (5) Business Days following the Title Claim Date) of the basis upon which Sellers (acting in good faith) have determined that the Defect Allegation failed to meet the requirements of this Section 3.2(a).

Title Credit Amounts. The value of a Title Credit (a “Title Credit Amount”) shall be calculated as follows:

Title Credit Notice. Sellers or Buyer, as the case may be, as a “Disclosing Credit Party,” may (but are not obligated to), give the other Party written notice of alleged Title Credits (a “Credit Notice”) promptly upon the Disclosing Credit Party’s discovery thereof, and in any event, prior to the Title Claims Date. To be effective, such Credit Notice provided by a Disclosing Credit Party shall be in writing, delivered to the other Party prior to the Title Claims Date, and shall include # a reasonably detailed description of the alleged Title Credit, including the Disclosing Credit Party’s detailed findings and reasons for concluding that such alleged Title Credit exists, # the Allocated Value of the Tract affected by the Title Credit, # the amount by which the Disclosing Credit Party reasonably believes that the Allocated Value of the affected Tract is increased by the alleged Title Credit and the computations and information upon which the Disclosing Credit Party’s belief is based, and # all supporting information and documents in the Disclosing Credit Party’s possession or reasonable control relating to such asserted Title Credit necessary for the other Party to verify such Title Credit and the value thereof; provided, however, that an alleged failure to comply with [subsections (i) through (iv)] above shall not cause any such Credit Notice to be invalid or any Title Credit to be waived so long as the Credit Notice is timely delivered and it provides reasonably sufficient notice and supporting documents to Sellers of the existence of and reasonable details regarding the nature of the alleged Title Credit. Sellers shall be deemed for any and all purposes to have waived, and Buyer shall have no liability for, all Title Credits # of which Buyer has not received a Credit Notice from Sellers, or # for which Buyer has failed to provide a Credit Notice to Seller, on or before the Title Claims Date meeting the requirements of this Section 3.2(b). Prior to the Title Claims Date, the Party receiving a Credit Notice shall notify the Disclosing Credit Party if any written alleged Title Credits received from the Disclosing Credit Party on or before the Title Claims Date do not comply with the provisions of this Section 3.2(b). Upon a Party’s receipt on or prior to the Title Claims Date of any Credit Notice, such Party shall review such Credit Notice in good faith and determine whether it believes such Credit Notice meets the requirements of this Section 3.2(b). If a Party determines that any Credit Notice fails to meet the requirements of this Section 3.2(b), such Party shall provide written notice to the Disclosing Credit Party of such determination (and reasonable detail of the basis for such determination) (a “Credit Deficiency Notice”) as soon as reasonably practicable following such Party’s receipt of the Credit Notice. Notwithstanding anything to the contrary, with respect to each Credit Notice received by Buyer on or prior to the Title Claim Date, Buyer may not dispute any alleged Title Credit set forth in any such Credit Notice on the basis that it did not meet the requirements of this Section 3.2(b) unless it provides prompt written notice to Sellers (no later than five (5) Business Days following the Title Claim Date) of the basis upon which Buyer (acting in good faith) has determined that the Credit Notice failed to meet the requirements of this Section 3.2(b).

Title Defect Notice. Buyer shall give Seller written notice of alleged Title Defects (a “Defect Allegation”) promptly upon Buyer’s discovery thereof, and in any event, prior to the Title Claims Date. To be effective, such Defect Allegation shall be in writing, delivered to Seller before the Title Claims Date and shall include # a reasonably detailed description of the alleged Title Defect, including Buyer’s detailed findings and reasons for concluding that such alleged Title Defect exists, # the Allocated Value of the Tract affected by the Title Defect, # the amount by which Buyer reasonably believes that the Allocated Value of the affected Tract is reduced by the alleged Title Defect and the computations and information upon which Buyer’s belief is based, and # all supporting information and documents in Buyer’s possession or reasonable control relating to such asserted Title Defect necessary for Seller to verify such Title Defect and the value thereof; provided, however, that an alleged failure to comply with [subsections (i) through (iv)] above shall not cause any such Defect Allegation to be invalid or any Title Defect to be waived so long as the Defect Allegation is timely delivered and it provides reasonably sufficient notice and supporting documents to Seller of the existence of and reasonable details regarding the nature of the alleged Title Defect. Except for any claim under the Special Warranty, Buyer shall be deemed for any and all purposes to have waived, and Seller shall have no liability for, any Title Defects and other defects of title of which Seller have not received a Defect Allegation from Buyer on or before the Title Claims Date meeting the requirements of this Section 3.2(a). Notwithstanding the foregoing, Buyer shall be entitled to modify or amend any Defect Allegation or other communication until the Title Claims Date, and Buyer shall not be deemed to have waived any Title Defects that are ultimately asserted in a Defect Allegation from Buyer on or before the Title Claims Date meeting the requirements of this Section 3.2(a). Upon Seller’s receipt on or prior to the Title Claims Date of any Defect Allegation, Seller shall review such Defect Allegation in good faith and determine whether Seller believe such Defect Allegation meets the requirements of this Section 3.2(a). If Seller determines that any Defect Allegation fails to meet the requirements of this Section 3.2(a), Seller shall provide written notice to Buyer of such determination (and reasonable detail of the basis for such determination) (a “Deficiency Notice”) as soon as reasonably practicable following Seller’s receipt of such Defect Allegation. Notwithstanding anything to the contrary, with respect to each Defect Allegation received by Seller on or prior to the Title Claim Date, Seller may not dispute any alleged Title Defect set forth in any such Defect Allegation on the basis that it did not meet the requirements of this Section 3.2(a) unless Seller provides prompt written notice to Buyer (no later than five (5) Business Days following the Title Claim Date) of the basis upon which Seller (acting in good faith) has determined that the Defect Allegation failed to meet the requirements of this Section 3.2(a).

Title Credit Notice. Sellers or Buyer, as the case may be, as a “Disclosing Credit Party”, may (but are not obligated to), give the other Party written notice of alleged Title Credits (a “Credit Notice”) promptly upon the Disclosing Credit Party’s discovery thereof, and in any event, prior to the Title Claims Date. To be effective, such Credit Notice provided by a Disclosing Credit Party shall be in writing, delivered to the other Party prior to the Title Claims Date, and shall include # a reasonably detailed description of the alleged Title Credit, including the Disclosing Credit Party’s detailed findings and reasons for concluding that such alleged Title Credit exists, # the Allocated Value of the Tract or Well that includes the Asset affected by the Title Credit, # the amount by which the Disclosing Credit Party reasonably believes that the Allocated Value of the affected Tract or Well is increased by the alleged Title Credit and the computations and information upon which the Disclosing Credit Party’s belief is based, and # all supporting information and documents in the Disclosing Credit Party’s possession or reasonable control relating to such asserted Title Credit necessary for the other Party to verify such Title Credit and the value thereof; provided, however, that an alleged failure to comply with [subsections (i) through (iv)] above shall not cause any such Credit Notice to be invalid or any Title Credit to be waived so long as the Credit Notice is timely delivered and it provides reasonably sufficient notice and supporting documents to Sellers of the existence of and reasonable details regarding the nature of the alleged Title Credit. Sellers shall be deemed for any and all purposes to have waived, and Buyer shall have no liability for, all Title Credits # of which Buyer has not received a Credit Notice from Sellers, or # for which Buyer has failed to provide a Credit Notice to Seller, on or before the Title Claims Date meeting the requirements of this Section 3.2(b). Prior to the Title Claims Date, the Party receiving a Credit Notice shall notify the Disclosing Credit Party if any written alleged Title Credits received from the Disclosing Credit Party on or before the Title Claims Date do not comply with the provisions of this Section 3.2(b). Upon a Party’s receipt on or prior to the Title Claims Date of any Credit Notice, such Party shall review such Credit Notice in good faith and determine whether it believes such Credit Notice meets the requirements of this Section 3.2(b). If a Party determines that any Credit Notice fails to meet the requirements of this Section 3.2(b), such Party shall provide written notice to the Disclosing Credit Party of such determination (and reasonable detail of the basis for such determination) (a “Credit Deficiency Notice”) as soon as reasonably practicable following such Party’s receipt of the Credit Notice. Notwithstanding anything to the contrary, with respect to each Credit Notice received by Buyer on or prior to the Title Claim Date, Buyer may not dispute any alleged Title Credit set forth in any such Credit Notice on the basis that it did not meet the requirements of this Section 3.2(b) unless it provides prompt written notice to Sellers (no later than five (5) Business Days following the Title Claim Date) of the basis upon which Buyer (acting in good faith) has determined that the Credit Notice failed to meet the requirements of this Section 3.2(b).