Common use of Adjustments to Allocations Clause in Contracts

Adjustments to Allocations. (a) Buyer may request an adjustment to an Allocation at any time on or before the tenth day before the Closing Date, if the adjustment is based on a Title Defect. ExxonMobil may request an adjustment to an Allocation at any time before the Closing Date, if ExxonMobil’s net revenue interest for the Interest is greater than that shown on Exhibit A. A notice requesting an adjustment must be timely and in writing and include appropriate documentation to substantiate the adjustment, or the claimant will be deemed to have waived its claim to adjust the Allocation for the matter stated in the notice. (b) If either party gives notice under the previous section, the parties will meet and use their best efforts to agree on the validity of the claim and, if applicable, the amount of the adjustment, using the following criteria: (1) If the claim is based on ExxonMobil’s owning a different net revenue interest than that shown on Exhibit A, then the adjustment will be the absolute value of the number determined by the following formula: Adjustment = A x (l-[B/C]) A = Allocation for the affected Interest B = correct net revenue interest for the affected Interest C = net revenue interest for the affected Interest as shown on Exhibit A (2) If the claim is based on an obligation or burden that is liquidated in amount, then the adjustment will be the sum necessary to remove the obligation or burden from the affected Interest. (3) If the claim is based on an obligation or burden that is not liquidated, but can be estimated with reasonable certainty, the adjustment will be the sum necessary to compensate Buyer on the Closing Date for the adverse economic effect on the affected Interest. (c) If the amount of the adjustment for each Title Defect cannot be determined based on the above criteria, and if the parties cannot otherwise agree on the amount of an adjustment, ExxonMobil may, at its sole option and upon written notice to Buyer, either: (1) remove the affected Interest from this Agreement and adjust the Base Purchase Price by the Allocation for that Interest; or (2) elect to resolve the dispute under the alternate-dispute-resolution and arbitration provisions of this Agreement. (d) The Base Purchase Price will be adjusted only if the sum (i.e. offsetting of increases and decreases) of all adjustments under this section is greater than one percent of the Base Purchase Price. If the sum of all adjustments would result in the Base Purchase Price being reduced by more than ten percent, ExxonMobil may, upon written notice to Buyer, either: (1) terminate this Agreement and refund the performance deposit; or (2) remove the affected Interest from the Agreement and adjust the Base Purchase Price by the Allocation for that Interest. (e) ExxonMobil may, at its sole option, notify Buyer before the Closing Date that it elects to cure some or all of the Title Defects. No price adjustment will be made at Closing for the Title Defects that ExxonMobil elects to cure. If any Title Defect is not cured within ninety days after Closing, an adjustment to the Base Purchase Price will be calculated under the criteria set forth in this section. ExxonMobil will refund the net amount to Buyer only if the net amount of all adjustments based on Title Defects is greater than one percent of the Base Purchase Price.

Adjustments to Allocations. (a) Buyer may request an adjustment to an Allocation at any time on or before the tenth 5th day before the Closing Date, if the adjustment is based on a Title Defect. ExxonMobil XTO Energy may request an adjustment to the Base Purchase Price based on an Allocation at any time before the Closing Date, if ExxonMobilXTO Energy’s net revenue interest for the Interest is greater than that shown on Exhibit A. A-2. A notice requesting an adjustment must be timely and in writing and include appropriate documentation to substantiate the adjustment, or the claimant will be deemed to have waived its claim to adjust the Base Purchase Price based on an Allocation for the matter stated in the notice. (b) If either party Party gives notice under the previous sectionSection, the parties Parties will meet and use their best efforts to agree on the validity of the claim and, if applicable, the amount of the adjustment, using the following criteria: (1i) If the claim is based on ExxonMobilXTO Energy’s owning a different net revenue interest than that shown on Exhibit AA-2, then the adjustment will be the absolute value of the number determined by the following formula: Adjustment = A x (l-[B1-[B/C]) A = Allocation for the affected Interest B = correct net revenue interest for the affected Interest C = net revenue interest for the affected Interest as shown on Exhibit AA-2. (2ii) If the claim is based on an obligation or burden that is liquidated in amount, then the adjustment will be the sum necessary to remove the obligation or burden from the affected Interest. (3iii) If the claim is based on an obligation or burden that is not liquidated, but can be estimated with reasonable certainty, the adjustment will be the sum necessary to compensate Buyer on the Closing Date for the adverse economic effect on the affected Interest. (c) If the amount of the adjustment for each Title Defect cannot be determined based on the above criteria, and if the parties Parties cannot otherwise agree on the amount of an adjustmentadjustment by the Closing Date, ExxonMobil XTO Energy may, at its sole option and upon written notice to Buyer, either: (1i) terminate this Agreement and refund the Performance Deposit; (ii) remove the affected Interest from this Agreement and adjust the Base Purchase Price by the Allocation for that Interest; (iii) elect to cure the Title Defect pursuant to Section 6.02(e); or (2iv) elect to resolve the dispute under pursuant to the alternate-dispute-resolution and arbitration provisions of this AgreementArticle 17. (d) The Base Purchase Price will be adjusted only if the sum (i.e. offsetting of increases and decreases) of all adjustments under this section Section 6.02 is greater than one percent of the Base Purchase Price$250,000.00. If the sum of all adjustments would result in the Base Purchase Price being reduced by more than ten percentpercent (10%), ExxonMobil XTO Energy may, upon written notice to Buyer, either: (1i) terminate this Agreement and refund the performance depositPerformance Deposit; or (2ii) remove the affected Interest from the Agreement and adjust the Base Purchase Price by the Allocation for that Interest. (e) ExxonMobil XTO Energy may, at its sole option, notify Buyer before the Closing Date that it elects to cure some or all of the Title Defects. No price adjustment will be made at Closing for the Title Defects that ExxonMobil XTO Energy elects to cure. If any Title Defect is not cured within ninety (90) days after Closing, an adjustment to the Base Purchase Price will be calculated and made under the criteria set forth in this section. ExxonMobil will refund Section 6.02, and subject to the net amount to Buyer only if the net amount of all adjustments based on Title Defects is greater than one percent of the Base Purchase Pricelimitations contained in Section 6.02(d).

Adjustments to Allocations. (ai) Buyer shall, promptly after execution of this Agreement, begin its title due diligence process, and, except for breaches of the representation and warranty set forth in Section 6(j) and the special warranty of title set forth in the Assignment, the rights and remedies set forth in this Section 3(d) shall be Buyer’s remedy with respect to Title Defects. Buyer may request an adjustment to an Allocation assert a Title Defect at any time on or before the tenth second business day before the Closing Date, if the adjustment is based on a . No Title DefectDefects may be asserted after such time. ExxonMobil Seller may request an adjustment to the Allocated Value of an Allocation Oil and Gas Interest at any time before the Closing Date, if ExxonMobilSeller’s net revenue interest Net Revenue Interest or Working Interest for the Oil and Gas Interest is greater than that shown on Exhibit A. B (a “Title Benefit”). A notice requesting an adjustment a Title Benefit or asserting a Title Defect must be timely and in writing and include appropriate documentation to substantiate the adjustmentrequest, or the claimant will be deemed to have waived its claim request to adjust the Allocation for the matter Base Purchase Price as stated in the notice. (bii) If either party Party gives notice under the previous sectionas set forth in Section 3(d)(i), the parties Parties will meet and use their best efforts to agree on the validity of the claim request and, if applicable, the amount of the adjustmentadjustment (which in no event shall a decrease in the Base Purchase Price for a Title Defect exceed the Allocated Value for such affected Oil and Gas Interest), using the following criteria: (1) A. If the claim Title Defect is based on ExxonMobil’s Seller owning a different net revenue interest Net Revenue Interest less than that shown on Exhibit AB, then the adjustment will be a decrease equal to the absolute value of the number determined by the following formula: Adjustment = A x (l-[B1-[B/C]) Where: A = Allocation Allocated Value for the affected Oil and Gas Interest B = correct net revenue interest for the affected Interest C = net revenue interest for the affected Interest as shown on Exhibit A (2) If the claim is based on an obligation or burden that is liquidated in amount, then the adjustment will be the sum necessary to remove the obligation or burden from the affected Oil and Gas Interest. (3) If the claim is based on an obligation or burden that is not liquidated, but can be estimated with reasonable certainty, the adjustment will be the sum necessary to compensate Buyer on the Closing Date for the adverse economic effect on the affected Interest. (c) If the amount of the adjustment for each Title Defect cannot be determined based on the above criteria, and if the parties cannot otherwise agree on the amount of an adjustment, ExxonMobil may, at its sole option and upon written notice to Buyer, either: (1) remove the affected Interest from this Agreement and adjust the Base Purchase Price by the Allocation for that Interest; or (2) elect to resolve the dispute under the alternate-dispute-resolution and arbitration provisions of this Agreement. (d) The Base Purchase Price will be adjusted only if the sum (i.e. offsetting of increases and decreases) of all adjustments under this section is greater than one percent of the Base Purchase Price. If the sum of all adjustments would result in the Base Purchase Price being reduced by more than ten percent, ExxonMobil may, upon written notice to Buyer, either: (1) terminate this Agreement and refund the performance deposit; or (2) remove the affected Interest from the Agreement and adjust the Base Purchase Price by the Allocation for that Interest. (e) ExxonMobil may, at its sole option, notify Buyer before the Closing Date that it elects to cure some or all of the Title Defects. No price adjustment will be made at Closing for the Title Defects that ExxonMobil elects to cure. If any Title Defect is not cured within ninety days after Closing, an adjustment to the Base Purchase Price will be calculated under the criteria set forth in this section. ExxonMobil will refund the net amount to Buyer only if the net amount of all adjustments based on Title Defects is greater than one percent of the Base Purchase Price.