Common use of Description and Other Errors Clause in Contracts

Description and Other Errors. If either party determines, either before or within ninety days after the Closing Date, that the description of an Interest is incorrect or that certain Interests or certain gas-production-imbalance accounts were erroneously included in or erroneously excluded from the bid package, other sales information, or the conveyancing instruments, then ExxonMobil and Buyer will meet and use their best efforts to resolve the error. If an error is discovered after the Closing Date, the parties will execute and record appropriate correction and other instruments to correct the error. If ExxonMobil and Buyer cannot resolve an error discovered before the Closing Date, then ExxonMobil may, at its sole option, either (a) terminate this Agreement and refund the performance deposit, if the Base Purchase Price would be impacted by more than ten percent as the result of actions taken in (b) or (c) below; (b) remove the affected Interest from this Agreement and adjust the Base Purchase Price by the Allocation for that Interest; or (c) elect to resolve the dispute under the alternate-dispute-resolution and arbitration procedures of this Agreement. If ExxonMobil and Buyer cannot resolve an error discovered within ninety days after the Closing Date, then Buyer, upon written demand by ExxonMobil, will reassign all or any part of the Interests assigned to Buyer under this Agreement, at ExxonMobil’s sole option, in the same manner as provided in Section 9.05, and undertake all other acts reasonably required to return ExxonMobil to its pre-Closing position as to the reassigned Interest, including revising regulatory filings. ExxonMobil will refund to Buyer the Allocation for each reassigned Interest, without interest, upon Buyer’s performance of its obligations under this section. Notwithstanding the foregoing, the parties will cooperate at all times after Closing to execute and record correction instruments to correct scrivener’s errors in the preparation of Closing documents.