Common use of Notice of Defects Clause in Contracts

Notice of Defects. To assert a claim with respect to any Defect, Purchaser must deliver a claim notice or notices (each a “Defect Notice”) (1) with respect to such Defect to Sellers on or before 5:00 p.m. Central Standard Time on a date which is at least one (1) Business Days prior to the Closing Date (the “Pre-Closing Claim Date”); (2) solely with respect to any Environmental Defect identified in connection with any permitted Invasive Activities conducted in accordance with Section 6.1(b), on or before a date which is 90 days after the Closing Date (the “Post-Closing Environmental Defect Claim Date”); or (3) with respect to any breach of Sellers’ special warranty of Defensible Title in the Conveyances, the date eighteen (18) months after the Closing Date (the “Post-Closing Title Defect Claim Date” and together with the Pre-Closing Claim Date and the Post-Closing Environmental Defect Claim Date, each a “Claim Date”). Each such notice shall be in writing and shall include: (i) a description of the alleged Defect(s); (ii) the Oil and Gas Properties subject to such Defect(s); (iii) if a Title Defect, the Allocated Value of each Oil and Gas Property subject to the alleged Defect(s); (iv) Purchaser’s good faith reasonable estimate of the Defect Amount(s) attributable to such Defect and the computations and information upon which Purchaser’s estimate is based; and (v) supporting documents reasonably necessary for Sellers (as well as any title attorney or examiner hired by Seller) to verify or investigate the existence of the alleged Defect(s). Purchaser shall be deemed to have waived all Title Defects (other than any Title Defect with respect to any breach of Sellers’ special warranty of Defensible Title in the Conveyance) for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date. Purchaser shall be deemed to have waived all Environmental Defects for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date; provided, however, Purchaser has the right to deliver on or prior to the Post-Closing Environmental Defect Claim Date one or more supplements to any Defect Notice delivered on or before the Pre-Closing Claim Date or any new Defect Notice delivered after the Pre-Closing Claim Date with respect to an Environmental Defect to the extent that any permitted Invasive Activities reveals the existence of, or additional information that allows the Parties to more accurately determine the extent and Defect Amount with respect to, any Recognized Environmental Condition.

Notice of Defects. To assert As a condition to Purchaser asserting any claim with respect to any alleged Defect, Purchaser must deliver a claim notice valid Notice or notices Notices (each a “Defect Notice”) (1) with respect to such alleged Defect to Sellers Seller on or before 5:00 p.m. Central Standard Time on a date which the day that is at least one forty (140) Business Days prior to after the Closing Execution Date (the “Pre-Closing Claim DateDefect Deadline”); provided that Purchaser shall provide to Seller weekly updates (2which may be amended or supplemented by a Defect Notice) solely with respect regarding any Defects identified by or on behalf of Purchaser. In order to any Environmental be a valid Defect identified in connection with any permitted Invasive Activities conducted in accordance with Section 6.1(b), on or before a date which is 90 days after the Closing Date (the “Post-Closing Environmental Defect Claim Date”); or (3) with respect Notice as to any breach of Sellers’ special warranty of Defensible Title in the Conveyances, the date eighteen (18) months after the Closing Date (the “Post-Closing Title Defect Claim Date” and together with the Pre-Closing Claim Date and the Post-Closing Environmental Defect Claim Dateeach alleged Defect, each a “Claim Date”). Each such notice shall be in writing and shall must include: (i) a description of the alleged Defect(s)Defect; (ii) the Oil and Gas Properties Property subject to such Defect(s)Defect; (iii) if a Title Defect, the Allocated Value of each Oil and Gas Property subject to the alleged Defect(s)Defect; (iv) Purchaser’s good faith reasonable estimate of the Defect Amount(s) Amount attributable to such Defect and the computations and information upon which Purchaser’s estimate is based; (v) all Reasonable Documentation in Purchaser’s or Purchaser’s Representatives possession or control supporting Purchaser’s assertion and claim of such Defect; and (vvi) supporting documents reasonably necessary for Sellers (as well as any title attorney or examiner hired by Seller) to verify or investigate the existence of the alleged Defect(s). Purchaser shall be deemed to have waived all Title Defects (other than any Title Defect with respect to any breach of Sellers’ special warranty of Defensible Title in the Conveyance) for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date. Purchaser shall be deemed to have waived all Environmental Defects for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date; providedDefect, however, Purchaser has the right to deliver on or prior reference to the Post-Closing Environmental Defect Claim Date one specific section of all applicable Laws that have been violated or more supplements to any Defect Notice delivered on or before the Pre-Closing Claim Date or any new Defect Notice delivered after the Pre-Closing Claim Date that require Remediation with respect to an Environmental Defect to the extent that any permitted Invasive Activities reveals applicable Assets as of the existence ofEffective Time. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTIES OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES, or additional information that allows the Parties to more accurately determine the extent and Defect Amount with respect toAND FURTHER SUBJECT TO SELLER’S OBLIGATIONS UNDER SECTION 9.2(E), any Recognized Environmental ConditionPURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLER HAS NOT RECEIVED ON OR BEFORE THE APPLICABLE DEFECT DEADLINE A VALID DEFECT NOTICE; PROVIDED, HOWEVER, THAT, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, AN ALLEGED FAILURE TO COMPLY WITH SUBSECTIONS SECTIONS 3.2(A)(V) AND 3.2(A)(VI), ABOVE SHALL NOT CAUSE ANY SUCH NOTICE TO BE INVALID OR ANY DEFECT TO BE WAIVED IF THE DEFECT NOTICE IS REASONABLY SUFFICIENT TO PROVIDE NOTICE TO SELLER OF THE EXISTENCE AND GENERAL NATURE OF THE ALLEGED DEFECT.

Notice of Defects. To assert As a condition to Purchaser asserting any claim with respect to any alleged Defect, Purchaser must deliver a claim notice valid Notice or notices Notices (each a “Defect Notice”) (1) with respect to such alleged Defect to Sellers Sellers’s Representative on or before 5:00 p.m. Central Standard Time on June 16, 2025 (the “Defect Deadline”); provided Purchaser shall use commercially reasonable efforts to provide to Sellers’ Representative weekly written updates (which may be amended or supplemented by a date which is Defect Notice) that describe any alleged Defects identified by or on behalf of Purchaser or Purchaser’s Representatives during the prior calendar week, provided that the failure to deliver any such preliminary notice shall not affect Purchaser’s right to assert any Defects at least one (1) Business Days any time prior to the Closing Date (the “Pre-Closing Claim Date”); (2) solely with respect Defect Deadline. In order to any Environmental be a valid Defect identified in connection with any permitted Invasive Activities conducted in accordance with Section 6.1(b), on or before a date which is 90 days after the Closing Date (the “Post-Closing Environmental Defect Claim Date”); or (3) with respect Notice as to any breach of Sellers’ special warranty of Defensible Title in the Conveyances, the date eighteen (18) months after the Closing Date (the “Post-Closing Title Defect Claim Date” and together with the Pre-Closing Claim Date and the Post-Closing Environmental Defect Claim Dateeach alleged Defect, each a “Claim Date”). Each such notice Notice shall be in writing and shall must include: : (i) a description of the alleged Defect(s); Defect; (ii) the Oil ▇▇▇▇▇, Future Locations and Gas Properties Subject Formation(s), subject to such Defect(s); alleged Defect; (iii) if a Title Defect, the Allocated Value of each Oil Well and Gas Property Future Location, subject to the alleged Defect(s); Defect; (iv) Purchaser’s good faith reasonable estimate of the Defect Amount(s) Amount attributable to such alleged Defect and the computations and information upon which Purchaser’s estimate is based; and (v) sufficient Reasonable Documentation in Purchaser’s or Purchaser’s Representatives’ possession or reasonable control supporting documents reasonably necessary for Sellers Purchaser’s assertion and claim of such alleged Defect; and (as well as any title attorney or examiner hired by Sellervi) to verify or investigate the existence of the alleged Defect(s). Purchaser shall be deemed to have waived all Title Defects (other than any Title Defect with respect to any breach of Sellers’ special warranty of Defensible Title in the Conveyance) for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date. Purchaser shall be deemed to have waived all alleged Environmental Defects for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date; providedDefect, however, Purchaser has the right to deliver on or prior reference to the Post-Closing specific section of the applicable Environmental Defect Claim Date one Law(s) that Purchaser alleges have been violated or more supplements to any Defect Notice delivered on or before the Pre-Closing Claim Date or any new Defect Notice delivered after the Pre-Closing Claim Date that Purchaser believes require Remediation with respect to an Environmental Defect to the extent that any permitted Invasive Activities reveals applicable Assets as of the existence ofEffective Time. EXCEPT FOR PURCHASER’S RIGHTS WITH RESPECT TO (I) SELLERS’ EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN, or additional information that allows the Parties to more accurately determine the extent and Defect Amount with respect toSECTION 5.8, any Recognized Environmental Condition.SECTION 5.10(D), SECTION 5.12, SECTION 5.13, SECTION 5.22, AND SECTION 5.30, AND THE CORRESPONDING REPRESENTATIONS IN THE CLOSING CERTIFICATE WITH RESPECT TO THE SAME AND ANY INDEMNIFICATION RELATING THERETO, AND ARTICLE 3 WITH RESPECT TO THE SAME AND (II) THE SPECIFIED LIABILITIES DESCRIBED IN CLAUSE (F) OF THE DEFINITION THEREOF, PURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLERS HAVE NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A DEFECT NOTICE

Notice of Defects. To assert As a condition to Purchaser asserting any claim with respect to any alleged Defect, Purchaser must deliver a claim notice valid Notice or notices Notices (each a “Defect Notice”) (1) with respect to such alleged Defect to Sellers Seller on or before 5:00 p.m. Central Standard Time on a date which is at least one (1) Business Days prior to the day immediately preceding the Closing Date (the “Pre-Closing Claim DateDefect Deadline”); provided that Purchaser shall use commercially reasonable efforts to provide to Seller weekly written updates (2which may be amended or supplemented by a Defect Notice) solely that describe any alleged Defects identified by or on behalf of Purchaser or Purchaser’s Representatives during the prior calendar week; provided further, that Purchaser’s failure to provide such preliminary notices with respect to any Environmental Defect identified shall not prejudice or restrict in connection with any permitted Invasive Activities conducted in accordance with Section 6.1(b), respect Purchaser’s right to subsequently assert such Defect on or before the Defect Deadline, nor shall such failure be a date which is 90 days after the Closing Date (the “Post-Closing Environmental Defect Claim Date”); or (3) with respect to any breach of Sellers’ special warranty of Defensible Title in the Conveyances, the date eighteen (18) months after the Closing Date (the “Post-Closing Title this Agreement. In order to be a valid Defect Claim Date” and together with the Pre-Closing Claim Date and the Post-Closing Environmental Defect Claim DateNotice as to each alleged Defect, each a “Claim Date”). Each such notice shall be in writing and shall includemust include the following: (i) a description of the alleged Defect(s)Defect; (ii) the Oil and Gas Properties Well or DSU subject to such Defect(s)alleged Defect; (iii) if a Title Defect, the Allocated Value of each Oil and Gas Property the Well or DSU subject to the such alleged Defect(s)Defect; (iv) Purchaser’s good faith reasonable estimate of the Defect Amount(s) Amount attributable to such alleged Defect and the computations and information upon which Purchaser’s estimate is based; (v) all Reasonable Documentation in Purchaser’s or Purchaser’s Representatives possession or reasonable control and relied upon by Purchaser in supporting Purchaser’s assertion and claim of such alleged Defect; and (vvi) supporting documents reasonably necessary for Sellers (as well as any title attorney or examiner hired by Seller) to verify or investigate the existence of the alleged Defect(s). Purchaser shall be deemed to have waived all Title Defects (other than any Title Defect with respect to any breach of Sellers’ special warranty of Defensible Title in the Conveyancealleged Environmental Defect, if applicable, reference to applicable Environmental Laws (or permits issued thereunder) for which Sellers that Purchaser alleges have not received a valid Defect Notice on been violated or before the Pre-Closing Claim Date. that Purchaser shall be deemed to have waived all Environmental Defects for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date; provided, however, Purchaser has the right to deliver on or prior to the Post-Closing Environmental Defect Claim Date one or more supplements to any Defect Notice delivered on or before the Pre-Closing Claim Date or any new Defect Notice delivered after the Pre-Closing Claim Date believes require Remediation with respect to an Environmental Defect to the extent that any permitted Invasive Activities reveals the existence of, or additional information that allows the Parties to more accurately determine the extent and Defect Amount with respect to, any Recognized Environmental Conditionapplicable Assets.

Notice of Defects. To assert As a condition to Purchaser asserting any claim with respect to any alleged Defect, Purchaser must deliver a claim notice valid Notice or notices Notices (each a “Defect Notice”) (1) with respect to such alleged Defect to Sellers Seller on or before 5:00 p.m. Central Standard Time on or before March 24, 2023 (the “Defect Deadline”); provided that Purchaser shall use commercially reasonable efforts to provide to Seller weekly written updates (which may be preliminary in nature and amended or supplemented by a date which is Defect Notice) that describe any alleged Defects identified by or on behalf of Purchaser or Purchaser’s Representatives during the prior calendar week; provided that the failure to deliver any such preliminary notice shall not affect Purchaser’s right to assert Title Defects at least one (1) Business Days any time prior to the Closing Date (the “Pre-Closing Claim Date”); (2) solely with respect Defect Deadline. In order to any Environmental be a valid Defect identified in connection with any permitted Invasive Activities conducted in accordance with Section 6.1(b), on or before a date which is 90 days after the Closing Date (the “Post-Closing Environmental Defect Claim Date”); or (3) with respect Notice as to any breach of Sellers’ special warranty of Defensible Title in the Conveyances, the date eighteen (18) months after the Closing Date (the “Post-Closing Title Defect Claim Date” and together with the Pre-Closing Claim Date and the Post-Closing Environmental Defect Claim Dateeach alleged Defect, each a “Claim Date”). Each such notice shall be in writing and shall include: (i1) a description of the alleged Defect(s)Defect; (ii2) the Oil and Gas Properties Asset subject to such Defect(s)alleged Defect; (iii3) if a Title Defect, the Allocated Value of each Oil and Gas Property the Asset subject to the such alleged Defect(s)Defect; (iv4) Purchaser’s good faith reasonable estimate of the Defect Amount(s) Amount attributable to such alleged Defect and the computations and information upon which Purchaser’s estimate is based; (5) all Reasonable Documentation in Purchaser’s or Purchaser’s Representatives’ possession or reasonable control and relied upon by Purchaser in Purchaser’s assertion and claim of such alleged Defect; and (v6) supporting documents reasonably necessary for Sellers (as well as any title attorney or examiner hired by Seller) to verify or investigate the existence of the alleged Defect(s). Purchaser shall be deemed to have waived all Title Defects (other than any Title Defect with respect to any breach of Sellers’ special warranty of Defensible Title in the Conveyance) for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date. Purchaser shall be deemed to have waived all alleged Environmental Defects for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date; providedDefect, howeverif applicable, Purchaser has the right to deliver on or prior reference to the Post-Closing applicable Environmental Defect Claim Date one Laws that Purchaser alleges have been violated or more supplements to any Defect Notice delivered on or before the Pre-Closing Claim Date or any new Defect Notice delivered after the Pre-Closing Claim Date that Purchaser believes require Remediation with respect to an Environmental Defect to the extent that any permitted Invasive Activities reveals applicable Assets as of the existence ofEffective Time. SUBJECT TO SELLER’S SPECIFIED REPRESENTATIONS AND THE CERTIFICATES DELIVERED BY SELLER AT CLOSING WITH RESPECT TO THE SAME, or additional information that allows the Parties to more accurately determine the extent and Defect Amount with respect toSELLER’S INDEMNITY OBLIGATIONS IN ARTICLE 12 WITH RESPECT TO (I) THE SPECIFIED REPRESENTATIONS AND (II) THE SPECIFIED LIABILITIES DESCRIBED IN CLAUSES (C) AND (H) THEREOF, any Recognized Environmental ConditionAND PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES, PURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLER HAS NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 3.2(a).

Notice of Defects. To assert As a condition to Purchaser asserting any claim with respect to any alleged Defect, Purchaser must deliver to Sellers’ Representative a claim notice valid Notice or notices Notices (each a “Defect Notice”) (1) with respect to such alleged Defect to Sellers on or before 5:00 p.m. Central Standard Time on a the date which that is at least one forty-five (145) Business Days prior to days after the Closing Execution Date (the “Pre-Closing Claim DateDefect Deadline”); provided that Purchaser shall provide to Sellers’ Representative weekly written updates no later than 5:00 p.m. Central Time on each Friday between the Execution Date and the Defect Deadline (2) solely with respect to any Environmental which written updates may be amended or supplemented by a Defect identified in connection with any permitted Invasive Activities conducted in accordance with Section 6.1(b), on or before a date which is 90 days after the Closing Date (the “Post-Closing Environmental Defect Claim Date”); or (3Notice) with respect to any breach the status of Sellers’ special warranty Purchaser’s review and a description of Defensible Title potential Defects and potential issues in respect thereof identified by or on behalf of Purchaser or Purchaser’s Representatives during the Conveyances, the date eighteen (18) months after the Closing Date (the “Post-Closing Title Defect Claim Date” and together with the Pre-Closing Claim Date and the Post-Closing Environmental Defect Claim Date, each a “Claim Date”)prior calendar week. Each such notice Defect Notice shall be in writing and shall include: (i) a description of the alleged Defect(s)Defect; (ii) a description of the Oil Lease or Well and Gas Properties Subject Formation(s) or other Asset subject to such Defect(s)alleged Defect; (iii) if a Title Defect, the Allocated Value of each Oil and Gas Property Lease or Well or other Asset subject to the alleged Defect(s)Defect; (iv) Purchaser’s good faith reasonable estimate of the Defect Amount(s) Amount attributable to such alleged Defect and the computations and information upon which Purchaser’s estimate is based; (v) Reasonable Documentation in Purchaser’s or Purchaser’s Representatives’ possession or control supporting Purchaser’s assertion and claim of such Defect; and (vvi) supporting documents reasonably with respect to any alleged Environmental Defect, reference to the specific section of applicable Environmental Laws that have been violated or that require Remediation with respect to the applicable Assets as of the Effective Time; provided, that so long as a Defect Notice includes (A) the information set forth in subparts (i) through (iv) above and (B) such Reasonable Documentation necessary for the Sellers and the Defect Referee (as well as any title attorney or examiner hired by Sellerany such Persons) to verify or investigate be put on notice as to the existence and nature of the alleged Defect(s). Purchaser Defect, such Defect Notice shall be deemed to have waived all Title Defects valid. EXCEPT WITH RESPECT TO THE SPECIAL WARRANTY OF TITLE SET FORTH IN SECTION 3.2(J), ANY LIEN THAT SECURES INDEBTEDNESS OF ANY MEMBER OF THE COMPANY GROUP, AND THE CERTIFICATE TO BE DELIVERED AT THE CLOSING PURSUANT TO SECTION 10.2(D), PURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL DEFECTS (other than any Title Defect with respect to any breach of SellersAND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLERS’ special warranty of Defensible Title in the Conveyance) for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date. Purchaser shall be deemed to have waived all Environmental Defects for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date; provided, however, Purchaser has the right to deliver on or prior to the Post-Closing Environmental Defect Claim Date one or more supplements to any Defect Notice delivered on or before the Pre-Closing Claim Date or any new Defect Notice delivered after the Pre-Closing Claim Date with respect to an Environmental Defect to the extent that any permitted Invasive Activities reveals the existence of, or additional information that allows the Parties to more accurately determine the extent and Defect Amount with respect to, any Recognized Environmental ConditionREPRESENTATIVE HAS NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 3.2(A).

Notice of Defects. To assert As a condition to Purchaser asserting any claim with respect to any Defectalleged Defect pursuant to this Article 3, Purchaser must deliver to Sellers’ Representative a claim notice valid Notice or notices Notices (each a “Defect Notice”) (1) with respect to such alleged Defect to Sellers on or before 5:00 p.m. Central Standard Time on a the date which that is at least one fifty-five (155) Business Days prior to days after the Closing Execution Date (the “Pre-Closing Claim DateDefect Deadline”); provided that Purchaser shall use commercially reasonable efforts to provide to Sellers’ Representative weekly written updates no later than 5:00 p.m. Central Time on each Friday between the Execution Date and the Defect Deadline (2which notices may be preliminary in nature and may be amended or supplemented by a Defect Notice) solely that describe any alleged Defects identified by or on behalf of Purchaser or Purchaser’s Representatives during the prior calendar week; provided, further, that Purchaser’s failure to provide such preliminary notice with respect to any Environmental Defect identified shall not prejudice or restrict in connection with any permitted Invasive Activities conducted respect Purchaser’s right to subsequently assert such Defect in accordance with Section 6.1(b), a Defect Notice on or before the Defect Deadline, nor shall such failure be deemed a date which is 90 days after the Closing Date (the “Post-Closing Environmental Defect Claim Date”); or (3) with respect to any breach of Sellers’ special warranty of Defensible Title in the Conveyances, the date eighteen (18) months after the Closing Date (the “Post-Closing Title this Agreement. In order to be a valid Defect Claim Date” and together with the Pre-Closing Claim Date and the Post-Closing Environmental Defect Claim DateNotice as to an alleged Defect, each a “Claim Date”). Each such notice Notice shall be in writing and shall includemust include the following: (i) a description of the alleged Defect(s)Defect; (ii) a description of the Oil and Gas Properties Asset subject to such Defect(s)alleged Defect; (iii) if a Title Defect, the Allocated Value of each Oil and Gas Property Asset subject to the alleged Defect(sDefect (if applicable); (iv) Purchaser’s good faith reasonable estimate of the Defect Amount(s) Amount attributable to such alleged Defect and the computations and information upon which Purchaser’s estimate is based; (v) all Reasonable Documentation in Purchaser’s or Purchaser’s Representatives’ possession or reasonable control and relied upon by Purchaser in supporting Purchaser’s assertion and claim of such Defect; and (vvi) supporting documents reasonably necessary for Sellers (as well as any title attorney or examiner hired by Seller) to verify or investigate the existence of the alleged Defect(s). Purchaser shall be deemed to have waived all Title Defects (other than any Title Defect with respect to any breach of Sellers’ special warranty of Defensible Title in the Conveyance) for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date. Purchaser shall be deemed to have waived all alleged Environmental Defects for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date; providedDefect, howeverif applicable, Purchaser has the right to deliver on or prior reference to the Post-Closing applicable Environmental Defect Claim Date one Laws, if known, that have been violated or more supplements to any Defect Notice delivered on or before the Pre-Closing Claim Date or any new Defect Notice delivered after the Pre-Closing Claim Date that require Remediation with respect to an Environmental Defect to the extent that any permitted Invasive Activities reveals applicable Assets as of the existence ofEffective Time. SUBJECT TO, or additional information that allows the Parties to more accurately determine the extent and Defect Amount with respect toAND WITHOUT LIMITATION OF, any Recognized Environmental ConditionPURCHASER’S RIGHTS UNDER THE R&W INSURANCE POLICY (AND WITHOUT LIMITATION OF SELLERS’ REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 4 OR IN ARTICLE 5, THE CONDITIONS TO CLOSING SET FORTH IN ARTICLE 11 AND THE RIGHTS AND REMEDIES SET FORTH IN SET FORTH IN ARTICLE 12), AND ABSENT FRAUD, EACH PURCHASER PARTY SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLERS’ REPRESENTATIVE HAS NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A DEFECT NOTICE THAT SATISFIES EACH OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 3.2(a) (OR WITH RESPECT TO SECTION 3.2(A)(I), SECTION 3.2(A)(V) AND SECTION 3.2(A)(VI), IN ALL MATERIAL RESPECTS).

Notice of Defects. To assert As a condition to Purchaser asserting any claim with respect to any Defectalleged Defect pursuant to this Article 3, Purchaser must deliver to Sellers a claim notice valid Notice or notices Notices (each a “Defect Notice”) (1) with respect to such alleged (i) Title Defect to Sellers on or before 5:00 p.m. Central Standard Time on a the date which that is at least one sixty-seven (167) Business Days prior to days after the Closing Execution Date, and (ii) Environmental Defect on or before 5:00 p.m. Central Time on the date that is sixty (60) days after the Execution Date (the “Pre-Closing Claim DateDefect Deadline”); provided that Purchaser shall use commercially reasonable efforts to provide to Sellers updates no later than 5:00 p.m. Central Time every other Friday between the Execution Date and the Defect Deadline (2which notices may be preliminary in nature and may be amended or supplemented by a Defect Notice) solely that describe any alleged Defects identified by or on behalf of Purchaser or Purchaser’s Representatives during the prior calendar week; provided, further, that Purchaser’s failure to provide such preliminary updates or notices with respect to any Environmental Defect identified shall not in connection with any permitted Invasive Activities conducted way prejudice or restrict Purchaser’s right to subsequently assert such Defect in accordance with Section 6.1(b), a Defect Notice on or before the Defect Deadline, nor shall such failure be deemed a date which is 90 days after the Closing Date (the “Post-Closing Environmental Defect Claim Date”); or (3) with respect to any breach of Sellers’ special warranty of Defensible Title in the Conveyances, the date eighteen (18) months after the Closing Date (the “Post-Closing Title this Agreement. In order to be a valid Defect Claim Date” and together with the Pre-Closing Claim Date and the Post-Closing Environmental Defect Claim DateNotice as to each alleged Defect, each a “Claim Date”). Each such notice Notice shall be in writing and shall must include, the following: (i) a description of the alleged Defect(s)Defect; (ii) a description of the Oil Asset, including the DSU or Well and Gas Properties Subject Formation(s), subject to such Defect(s)alleged Defect; (iii) if a Title Defectapplicable, the Allocated Value of each Oil and Gas Property Asset subject to the alleged Defect(s)Defect; (iv) Purchaser’s good faith reasonable estimate of the Defect Amount(s) Amount attributable to such alleged Defect and the computations and information upon which Purchaser’s estimate is based; (v) Reasonable Documentation in Purchaser’s or Purchaser’s Representatives’ possession or reasonable control and relied upon by Purchaser in supporting Purchaser’s assertion and claim of such Defect; and (vvi) supporting documents reasonably necessary for Sellers (as well as any title attorney or examiner hired by Seller) to verify or investigate the existence of the alleged Defect(s). Purchaser shall be deemed to have waived all Title Defects (other than any Title Defect with respect to any breach of Sellers’ special warranty of Defensible Title in the Conveyance) for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date. Purchaser shall be deemed to have waived all alleged Environmental Defects for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date; providedDefect, howeverif applicable, Purchaser has the right to deliver on or prior reference to the Post-Closing applicable Environmental Defect Claim Date one Laws, if known, that have been violated or more supplements to any Defect Notice delivered on or before the Pre-Closing Claim Date or any new Defect Notice delivered after the Pre-Closing Claim Date that require Remediation with respect to an Environmental Defect to the extent that any permitted Invasive Activities reveals the existence ofapplicable Assets. SUBJECT TO, or additional information that allows the Parties to more accurately determine the extent and Defect Amount with respect toAND WITHOUT LIMITATION OF, any Recognized Environmental Condition▇▇▇▇▇▇▇’ REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 4.5, SECTION 5.8, SECTION 5.13, SECTION 5.15(A), SECTION 5.16, SECTION 5.17, SECTION 5.18, SECTION 5.21, SECTION 5.22, SECTION 5.33, SECTION 5.36, SECTION 5.37 AND SECTION 5.38, THE CONDITIONS TO CLOSING SET FORTH IN ARTICLE 9 AND THE RIGHTS AND REMEDIES SET FORTH IN ARTICLE 12 AND ARTICLE 13, ABSENT FRAUD, PURCHASER PARTIES SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLERS HAVE NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 3.2(A) (OR WITH RESPECT TO SECTION 3.2(A)(I), SECTION 3.2(A)(V) AND SECTION 3.2(A)(VI), IN ALL MATERIAL RESPECTS).

Notice of Defects. To assert As a condition to Purchaser asserting any claim with respect to any alleged Defect, Purchaser must deliver a claim notice valid Notice or notices Notices (each a “Defect Notice”) (1) with respect to such alleged Defect to Sellers Seller on or before 5:00 p.m. Central Standard Time on a the date which that is at least one sixty (160) Business Days prior to days after the Closing Execution Date (the “Pre-Closing Claim DateDefect Deadline”); provided that Purchaser shall undertake commercially reasonable efforts to provide to Seller weekly written updates (2which may be amended or supplemented by a Defect Notice) solely that describe any alleged Defects identified by or on behalf of Purchaser or Purchaser’s Representatives during the prior calendar week; provided, further, that Purchaser’s failure to provide such preliminary notice with respect to any Environmental Defect identified shall not prejudice or restrict in connection with any permitted Invasive Activities conducted respect Purchaser’s right to subsequently assert such Defect in accordance with Section 6.1(b), an Defect Notice on or before the Defect Deadline. In order to be a date which is 90 days after the Closing Date (the “Post-Closing Environmental valid Defect Claim Date”); or (3) with respect Notice as to any breach of Sellers’ special warranty of Defensible Title in the Conveyances, the date eighteen (18) months after the Closing Date (the “Post-Closing Title Defect Claim Date” and together with the Pre-Closing Claim Date and the Post-Closing Environmental Defect Claim Dateeach alleged Defect, each a “Claim Date”). Each such notice shall be in writing and shall must include: (i) a description of the alleged Defect(s)Defect; (ii) the Oil Well or DSU and Gas Properties Subject Formation(s) subject to such Defect(s)alleged Defect; (iii) if a Title Defect, the Allocated Value of each Oil and Gas Property the Well or DSU subject to the such alleged Defect(s)Defect; (iv) Purchaser’s good faith reasonable estimate of the Defect Amount(s) Amount attributable to such alleged Defect and the computations and information upon which Purchaser’s estimate is based; (v) all Reasonable Documentation in Purchaser’s or Purchaser’s Representatives possession or reasonable control and relied upon by Purchaser in supporting Purchaser’s assertion and claim of such alleged Defect; and (vvi) supporting documents reasonably necessary for Sellers (as well as any title attorney or examiner hired by Seller) to verify or investigate the existence of the alleged Defect(s). Purchaser shall be deemed to have waived all Title Defects (other than any Title Defect with respect to any breach of Sellers’ special warranty of Defensible Title in the Conveyance) for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date. Purchaser shall be deemed to have waived all alleged Environmental Defects for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date; providedDefect, however, Purchaser has the right to deliver on or prior reference to the Post-Closing specific section of any applicable Environmental Defect Claim Date one Laws (or more supplements to any Defect Notice delivered on permits thereunder), if known, that Purchaser alleges have been violated or before the Pre-Closing Claim Date or any new Defect Notice delivered after the Pre-Closing Claim Date that Purchaser believes require Remediation with respect to an Environmental Defect to the extent that any permitted Invasive Activities reveals applicable Assets as of the existence ofEffective Time. WITHOUT LIMITATION OF PURCHASER’S RIGHTS UNDER THE R&W INSURANCE POLICY, or additional information that allows the Parties to more accurately determine the extent and Defect Amount with respect toAND SUBJECT TO THE CONDITIONS TO CLOSING SET FORTH IN ARTICLE 8, any Recognized Environmental ConditionAND THE RIGHTS REMEDIES SET FORTH IN ARTICLE 11), PURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLER HAS NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 3.2(a) (PROVIDED THAT, WITH RESPECT TO THE ITEMS SET FORTH IN SECTION 3.2(a)(vi), SUCH DEFECT NOTICE SHALL BE DEEMED TO HAVE SATISFIED THE REQUIREMENTS SET FORTH THEREIN IF THE SAME COMPLIES WITH SUCH PROVISION IN ALL MATERIAL RESPECTS).

Notice of Defects. To assert As a condition to Purchaser asserting any claim with respect to any alleged Defect, Purchaser must deliver to Sellers’ Representative a claim notice valid Notice or notices Notices (each a “Defect Notice”) (1) with respect to such alleged Defect to Sellers on or before 5:00 p.m. Central Standard Time on a date which is at least one (1) Business Days prior to the Closing Date August 22, 2024 (the “Pre-Closing Claim DateDefect Deadline”); provided that Purchaser shall provide to Sellers’ Representative weekly written updates no later than 5:00 p.m. Central Time on each Friday between the Execution Date and the Defect Deadline (2) solely with respect to any Environmental which written updates may be amended or supplemented by a Defect identified in connection with any permitted Invasive Activities conducted in accordance with Section 6.1(b), on or before a date which is 90 days after the Closing Date (the “Post-Closing Environmental Defect Claim Date”); or (3Notice) with respect to any breach the status of Sellers’ special warranty Purchaser’s review and a description of Defensible Title potential Defects and potential issues in respect thereof identified by or on behalf of Purchaser or Purchaser’s Representatives during the Conveyances, the date eighteen (18) months after the Closing Date (the “Post-Closing Title Defect Claim Date” and together with the Pre-Closing Claim Date and the Post-Closing Environmental Defect Claim Date, each a “Claim Date”)prior calendar week. Each such notice Defect Notice shall be in writing and shall include: (i) a description of the alleged Defect(s)Defect; (ii) a description of the Oil Lease or Well and Gas Properties Subject Formation(s) or other Asset subject to such Defect(s)alleged Defect; (iii) if a Title Defect, the Allocated Value of each Oil and Gas Property Lease or Well or other Asset subject to the alleged Defect(s)Defect; (iv) Purchaser’s good faith reasonable estimate of the Defect Amount(s) Amount attributable to such alleged Defect and the computations and information upon which Purchaser’s estimate is based; (v) Reasonable Documentation in Purchaser’s or Purchaser’s Representatives’ possession or control supporting Purchaser’s assertion and claim of such Defect; and (vvi) supporting documents reasonably with respect to any alleged Environmental Defect, reference to the specific section of applicable Environmental Laws that have been violated or that require Remediation with respect to the applicable Assets as of the Effective Time; provided, that so long as a Defect Notice includes (A) the information set forth in subparts (i) through (iv) above and (B) such Reasonable Documentation necessary for the Sellers and the Defect Referee (as well as any title attorney or examiner hired by Sellerany such Persons) to verify or investigate be put on notice as to the existence and nature of the alleged Defect(s). Purchaser Defect, such Defect Notice shall be deemed to have waived all Title Defects valid. EXCEPT WITH RESPECT TO THE SPECIAL WARRANTY OF TITLE SET FORTH IN ‎SECTION 3.2(j), ANY LIEN THAT SECURES INDEBTEDNESS OF ANY MEMBER OF THE COMPANY GROUP, AND THE CERTIFICATE TO BE DELIVERED AT THE CLOSING PURSUANT TO ‎SECTION 10.2(d), PURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL DEFECTS (other than any Title Defect with respect to any breach of SellersAND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLERS’ special warranty of Defensible Title in the Conveyance) for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date. Purchaser shall be deemed to have waived all Environmental Defects for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date; provided, however, Purchaser has the right to deliver on or prior to the Post-Closing Environmental Defect Claim Date one or more supplements to any Defect Notice delivered on or before the Pre-Closing Claim Date or any new Defect Notice delivered after the Pre-Closing Claim Date with respect to an Environmental Defect to the extent that any permitted Invasive Activities reveals the existence of, or additional information that allows the Parties to more accurately determine the extent and Defect Amount with respect to, any Recognized Environmental ConditionREPRESENTATIVE HAS NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS ‎SECTION 3.2(a).

Notice of Defects. To assert As a condition to Purchaser asserting any claim with respect to any alleged Defect, Purchaser must deliver a claim notice valid Notice or notices Notices (each a “Defect Notice”) (1) with respect to such alleged Defect to Sellers Seller on or before 5:00 p.m. Central Standard Time on a date which is at least one (1) Business Days prior to the Closing Date February 11, 2017 (the “Pre-Closing Claim DateDefect Deadline”); provided that Purchaser shall provide to Seller weekly updates (2which may be amended or supplemented by a Defect Notice) solely with respect regarding any Defects identified by or on behalf of Purchaser. In order to any Environmental be a valid Defect identified in connection with any permitted Invasive Activities conducted in accordance with Section 6.1(b), on or before a date which is 90 days after the Closing Date (the “Post-Closing Environmental Defect Claim Date”); or (3) with respect Notice as to any breach of Sellers’ special warranty of Defensible Title in the Conveyances, the date eighteen (18) months after the Closing Date (the “Post-Closing Title Defect Claim Date” and together with the Pre-Closing Claim Date and the Post-Closing Environmental Defect Claim Dateeach alleged Defect, each a “Claim Date”). Each such notice shall be in writing and shall must include: (i) a description of the alleged Defect(s)Defect; (ii) the Oil and Gas Properties Property subject to such Defect(s)Defect; (iii) if a Title Defect, the Allocated Value of each Oil and Gas Property subject to the alleged Defect(s)Defect; (iv) Purchaser’s good faith reasonable estimate of the Defect Amount(s) Amount attributable to such Defect and the computations and information upon which Purchaser’s estimate is based; (v) all Reasonable Documentation in Purchaser’s or Purchaser’s Representatives possession or control supporting Purchaser’s assertion and claim of such Defect; and (vvi) supporting documents reasonably necessary for Sellers (as well as any title attorney or examiner hired by Seller) to verify or investigate the existence of the alleged Defect(s). Purchaser shall be deemed to have waived all Title Defects (other than any Title Defect with respect to any breach of Sellers’ special warranty of Defensible Title in the Conveyance) for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date. Purchaser shall be deemed to have waived all Environmental Defects for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date; providedDefect, however, Purchaser has the right to deliver on or prior reference to the Post-Closing Environmental Defect Claim Date one specific section of all applicable Laws that have been violated or more supplements to any Defect Notice delivered on or before the Pre-Closing Claim Date or any new Defect Notice delivered after the Pre-Closing Claim Date that require Remediation with respect to an Environmental Defect to the extent that any permitted Invasive Activities reveals applicable Assets as of the existence ofEffective Time. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTIES OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES, or additional information that allows the Parties to more accurately determine the extent and Defect Amount with respect toPURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, any Recognized Environmental ConditionAND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLER HAS NOT RECEIVED ON OR BEFORE THE APPLICABLE DEFECT DEADLINE A VALID DEFECT NOTICE; PROVIDED, HOWEVER, THAT, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, AN ALLEGED FAILURE TO COMPLY WITH SUBSECTIONS SECTIONS 3.2(A)(V) AND 3.2(A)(VI), ABOVE SHALL NOT CAUSE ANY SUCH NOTICE TO BE INVALID OR ANY DEFECT TO BE WAIVED IF THE DEFECT NOTICE IS REASONABLY SUFFICIENT TO PROVIDE NOTICE TO SELLER OF THE EXISTENCE AND GENERAL NATURE OF THE ALLEGED DEFECT.

Notice of Defects. To assert a claim with respect to any DefectPurchaser shall, Purchaser must deliver a claim notice or notices as soon as possible, but for Contract Defects in no event later than ten (each a “Defect Notice”10) (1) with respect to such Defect to Sellers on or before 5:00 p.m. Central Standard Time on a date which is at least one (1) Business Days business days prior to the Closing Date Date, and for Title Defects, Environmental Defects and Reporting Defects, in no event later than December 30, 1997 (the “Pre-Closing Claim "Notice Date”); (2) solely with respect to any Environmental Defect identified in connection with any permitted Invasive Activities conducted in accordance with Section 6.1(b"), on or before give written notice to Seller specifying all Title Defects, Environmental Defects, Contract Defects and Reporting Defects ( a date "Defect"), for which is 90 days after the Closing Date (the “Post-Closing Environmental Defect Claim Date”); or (3) with respect to any breach of Sellers’ special warranty of Defensible Title Purchaser requests a reduction in the ConveyancesBase Purchase Price (a "Defect Notice"), which Defect Notice shall describe the date eighteen alleged Defect with reasonable particularity on a Well by Well or Lease by Lease basis, if applicable, and include all information in the possession of Purchaser related to such alleged Defect. Such Defect Notice shall also state the alleged Defect Amount (18as defined in the following sentence) months after the Closing Date (the “Post-Closing Title Defect Claim Date” and together with the Pre-Closing Claim Date and the Post-Closing Environmental Defect Claim Date, each a “Claim Date”). Each such notice shall be in writing and shall include: (i) include specifically, without limitation, a detailed description of the nature of the alleged Defect(s); Defect and specific documentation which supports the allegation of the existence of such Defect. For purposes hereof "Defect Amount" shall mean (iia) the Oil and Gas Properties subject to such Defect(s); (iii) if for a Title Defect, the Allocated Value portion of each the Base Purchase Price allocated to the interest affected by such Defect (as shown on Exhibit D); that is, the amount by which the Base Purchase Price so allocated to the Oil and Gas Property subject to a Title Defect must be proportionately reduced to give appropriate remedy to Purchaser on account of the alleged Defect(s); Title Defect; (ivb) Purchaser’s good faith reasonable for an Environmental Defect, an estimate of the cost to cure such Environmental Defect, but which cost to cure may never exceed the value of the Oil and Gas Property as reflected on Exhibit D; (c) for a Contract Defect Amount(sthe amount of the reduction in value of the Subject Properties, or the portion thereof, as applicable, which is directly caused by such Contract Defect; provided, that if such Contract Defect affects only a specified Oil and Gas Property or Properties, the Defect Amount shall never exceed the value thereof shown on Exhibit D; or (d) attributable for a Reporting Defect, the amount of the calculated reduction in value to any Oil and Gas Property which is directly caused by such Reporting Defect, but which may never exceed the value of such Oil and Gas Property reflected on Exhibit D. Failure by Purchaser to timely assert a Defect shall be deemed an election by Purchaser to waive such Defect and to accept and pay for the computations and information upon which Purchaser’s estimate is based; and (v) supporting documents reasonably necessary for Sellers (as well as any title attorney or examiner hired by Seller) to verify or investigate Subject Properties notwithstanding the existence effect of the alleged Defect(s). Purchaser shall be deemed to have waived all Title Defects (other than any Title Defect with respect to any breach of Sellers’ special warranty of Defensible Title in the Conveyance) for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date. Purchaser shall be deemed to have waived all Environmental Defects for which Sellers have not received a valid Defect Notice on or before the Pre-Closing Claim Date; provided, however, Purchaser has the right to deliver on or prior to the Post-Closing Environmental Defect Claim Date one or more supplements to any Defect Notice delivered on or before the Pre-Closing Claim Date or any new Defect Notice delivered after the Pre-Closing Claim Date with respect to an Environmental Defect to the extent that any permitted Invasive Activities reveals the existence of, or additional information that allows the Parties to more accurately determine the extent and Defect Amount with respect to, any Recognized Environmental Conditionuncured Defect.