Title Defect Amounts. The value of an uncured or unwaived Title Defect (a “Title Defect Amount”), and any adjustments to the Purchase Price for the same, shall be calculated as follows, without duplication:

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 Defect Amounts. The value of an uncured or unwaived Title Defect (a “Title Defect Amount”), and any adjustments to the Purchase Price for the same, shall be calculated as follows, without duplication:

Title Defect Amounts. The value of an uncured or unwaived Title Defect (each, a “Title Defect Amount”), and any adjustments to the Purchase Price for the same, shall be calculated as follows, without duplication:

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 Defect Amounts. The value of an uncured or unwaived Title Defect (each, a “Title Defect Amount”), and any adjustments to the Purchase Price for the same, shall be calculated as follows, without duplication:

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 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).

Buyer shall have no remedy for any Title Defects unless and until the sum of # the aggregate Title Defect Amounts for Title Defects with Title Defect Amounts exceeding the Title Threshold minus # the aggregate Title Credit Amounts for Title Credits with Title Credit Amounts exceeding the Title Threshold, exceeds One Hundred Fifty Thousand Dollars ($150,000.00) (“Title Deductible”). Seller shall not be entitled to an upward Purchase Price adjustment for any Title Credits unless and until the sum of # the aggregate Title Credit Amounts for Title Credits with Title Credit Amounts exceeding the Title Threshold, minus # the aggregate Title Defect Amounts for Title Defects with Title Defect Amounts exceeding the Title Threshold, exceeds the Title Deductible. If, and only if, the Purchase Price reduction or increase which would result from all Title Defect Amounts or Title Credit Amounts, as the case may be, that exceed the Title Threshold exceeds the Title Deductible, then the Purchase Price shall be reduced by the aggregate of all Title Defect Amounts or increased by the aggregate of all Title Credit Amounts, in each case, that exceed the Title Deductible (which shall not be a threshold and shall be a true deductible).

Title Defect Value. The Title Defect Value shall be determined pursuant to the following guidelines, where applicable: