PURCHASE PRICE DETERMINED AS SET FORTH IN SECTION 2.3(A),
LESS AN AMOUNT EQUAL TO THE DEPOSIT ONLY IF (I) NOBLE HAS NOT ELECTED TO EFFECT
A LIKE-KIND EXCHANGE PURSUANT TO SECTION 2.4 OR (II) NOBLE HAS ELECTED TO EFFECT
A LIKE-KIND EXCHANGE PURSUANT TO SECTION 2.4 AND THE PARTIES HAVE DIRECTED THE
ESCROW AGENT TO TRANSFER THE DEPOSIT TO THE QUALIFIED ESCROW/TRUST ACCOUNT.
2.4
LIKE-KIND EXCHANGE OPTION.
(A)
NOBLE AND PURCHASER HEREBY AGREE THAT
NOBLE, IN LIEU OF THE SALE OF THE ASSETS TO PURCHASER FOR THE CASH CONSIDERATION
PROVIDED HEREIN, SHALL HAVE THE RIGHT AT ANY TIME PRIOR TO CLOSING TO ASSIGN ALL
OR A PORTION OF ITS RIGHTS UNDER THIS AGREEMENT TO A QUALIFIED INTERMEDIARY IN
ORDER TO ACCOMPLISH THE TRANSACTION IN A MANNER THAT WILL COMPLY, EITHER IN
WHOLE OR IN PART, WITH THE REQUIREMENTS OF A LIKE-KIND EXCHANGE PURSUANT TO
§1031 OF THE CODE.
IN THE EVENT NOBLE ASSIGNS ITS RIGHTS UNDER THIS AGREEMENT
PURSUANT TO THIS SECTION 2.4, NOBLE AGREES TO NOTIFY PURCHASER IN WRITING OF
SUCH ASSIGNMENT AT OR BEFORE CLOSING. IF NOBLE ASSIGNS ITS RIGHTS UNDER THIS
AGREEMENT PURSUANT TO THIS SECTION 2.4, PURCHASER AGREES TO (I) ACKNOWLEDGE
NOBLE'S ASSIGNMENT OF ITS RIGHTS IN THIS AGREEMENT IN THE FORM ATTACHED HERETO
AS SCHEDULE 2.4(A), AND (II) DEPOSIT THE ESTIMATED ADJUSTED PURCHASE PRICE WITH
THE QUALIFIED ESCROW OR QUALIFIED TRUST ACCOUNT AT CLOSING.
(B)
NOBLE HEREBY ACKNOWLEDGES THAT ASSIGNMENT OF
ITS RIGHTS PURSUANT TO THIS SECTION 2.4 DOES NOT RELIEVE NOBLE FROM ANY OF ITS
OBLIGATIONS UNDER THIS AGREEMENT.
2.5
POST-CLOSING ADJUSTMENT.
WITHIN FIVE (5)
BUSINESS DAYS AFTER THE FINAL DETERMINATION OF THE ADJUSTED PURCHASE PRICE IN
ACCORDANCE WITH SECTION 11.1, PURCHASER SHALL PAY TO NOBLE OR NOBLE SHALL PAY TO
PURCHASER, AS THE CASE MAY BE, THE AMOUNT BY WHICH SUCH FINAL ADJUSTED PURCHASE
PRICE IS GREATER THAN OR LESS THAN, RESPECTIVELY, THE ESTIMATED ADJUSTED
PURCHASE PRICE.
ARTICLE 3
TITLE AND ENVIRONMENTAL MATTERS
3.1
TITLE DUE DILIGENCE.
(A)
FROM THE DATE OF THIS AGREEMENT UNTIL 5:00
P.M. CENTRAL TIME ON JUNE 30, 2006 (THE "EXAMINATION PERIOD"), NOBLE SHALL
AFFORD PURCHASER AND ITS AUTHORIZED REPRESENTATIVES REASONABLE ACCESS DURING
NORMAL BUSINESS HOURS TO THE OFFICE, PERSONNEL AND BOOKS AND RECORDS OF NOBLE IN
ORDER FOR PURCHASER TO CONDUCT A TITLE EXAMINATION AS IT MAY CHOOSE TO CONDUCT
WITH RESPECT TO THE ASSETS IN ORDER TO DETERMINE WHETHER TITLE DEFECTS EXIST
("PURCHASER'S TITLE REVIEW"); PROVIDED, HOWEVER, THAT SUCH INVESTIGATION SHALL
BE UPON REASONABLE NOTICE AND SHALL NOT UNREASONABLY DISRUPT THE PERSONNEL AND
OPERATIONS OF NOBLE OR
6
IMPEDE THE EFFORTS OF NOBLE TO COMPLY WITH ITS OTHER OBLIGATIONS UNDER THIS
AGREEMENT.
SUCH BOOKS AND RECORDS SHALL INCLUDE ALL ABSTRACTS OF TITLE, TITLE
OPINIONS, TITLE FILES, OWNERSHIP MAPS, LEASE FILES, ASSIGNMENTS, DIVISION
ORDERS, OPERATING RECORDS AND AGREEMENTS, WELL FILES, FINANCIAL AND ACCOUNTING
RECORDS, GEOLOGICAL, GEOPHYSICAL AND ENGINEERING RECORDS, IN EACH CASE INSOFAR
AS SAME MAY NOW BE IN EXISTENCE AND IN THE POSSESSION OF NOBLE, EXCLUDING,
HOWEVER, ANY INFORMATION THAT NOBLE IS PROHIBITED FROM DISCLOSING BY