AND CONSENT TO TRANSFER REQUIREMENTS OF ANY
PERSON (TO THE EXTENT SAME HAVE BEEN COMPLIED WITH IN CONNECTION WITH THE PRIOR
SALE, ASSIGNMENT OR THE TRANSFER OF SUCH ASSET); AND (G) CONVENTIONAL RIGHTS OF
REASSIGNMENT NORMALLY ACTUATED BY AN INTENT TO ABANDON OR RELEASE A LEASE AND
REQUIRING NOTICE TO THE HOLDERS OF SUCH RIGHTS.
(III)
"TITLE DEFECT" SHALL MEAN ANY PARTICULAR
DEFECT IN OR FAILURE OF NOBLE'S OWNERSHIP OF ANY ASSET: (A) THAT CAUSES NOBLE TO
NOT HAVE DEFENSIBLE TITLE TO SUCH ASSET, (B) THAT HAS ATTRIBUTABLE THERETO A
TITLE DEFECT AMOUNT IN EXCESS OF $100,000 AND (C) REGARDING WHICH A TITLE DEFECT
NOTICE HAS BEEN TIMELY AND OTHERWISE VALIDLY DELIVERED. NOTWITHSTANDING ANY
OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, DEFECTS OR IRREGULARITIES
THAT HAVE BEEN CURED OR REMEDIED BY THE APPLICABLE STATUTES OF LIMITATION OR
STATUTES FOR PRESCRIPTION SHALL NOT CONSTITUTE AND SHALL NOT BE ASSERTED A TITLE
DEFECT.
(E)
IF PRIOR TO CLOSING NOBLE AND PURCHASER ARE
UNABLE TO REACH AN AGREEMENT AS TO WHETHER A TITLE DEFECT EXISTS OR, IF IT DOES
EXIST, THE TITLE DEFECT AMOUNT ATTRIBUTABLE TO SUCH TITLE DEFECT, THEN THE
PROVISIONS OF SECTION 3.5 SHALL APPLY.
(F)
IF NOBLE DETERMINES (OR SHOULD PURCHASER,
IN THE COURSE OF PURCHASER'S TITLE REVIEW, DETERMINE) THAT NOBLE'S NET REVENUE
INTEREST IN AN ASSET IS GREATER THAN THE NET REVENUE INTEREST SET FORTH IN
EXHIBIT "A" OR EXHIBIT "A-1" HERETO, AS THE CASE MAY BE, BY MORE THAN $100,000
AND THE WORKING INTEREST REMAINS THE SAME, THEN THE PARTIES AGREE THAT THE
9
PURCHASE PRICE SHALL BE INCREASED IN AN AMOUNT EQUAL TO THE ALLOCATED VALUE FOR
THE RELEVANT ASSET MULTIPLIED BY THE PERCENTAGE INCREASE IN SUCH NET REVENUE
INTEREST.
3.2
ENVIRONMENTAL DUE DILIGENCE.
(A)
PURCHASER SHALL HAVE THE RIGHT, OR THE
RIGHT TO CAUSE AN ENVIRONMENTAL CONSULTANT ACCEPTABLE TO PURCHASER IN ITS SOLE
DISCRETION ("PURCHASER'S ENVIRONMENTAL CONSULTANT"), TO CONDUCT AN ENVIRONMENTAL
REVIEW OF THE ASSETS PRIOR TO THE EXPIRATION OF THE EXAMINATION PERIOD
("PURCHASER'S ENVIRONMENTAL REVIEW"). NO LESS THAN THREE (3) BUSINESS DAYS PRIOR
TO THE PROPOSED COMMENCEMENT DATE OF PURCHASER'S ENVIRONMENTAL REVIEW, PURCHASER
SHALL NOTIFY NOBLE OF THE COMMENCEMENT OF PURCHASER'S ENVIRONMENTAL REVIEW AND
SHALL COORDINATE THE LOCATIONS OF SUCH ACTIVITIES WITH NOBLE. THE COST AND
EXPENSE OF PURCHASER'S ENVIRONMENTAL REVIEW SHALL BE BORNE SOLELY BY PURCHASER.
NO PERSON, OTHER THAN PURCHASER'S ENVIRONMENTAL CONSULTANT AND PURCHASER'S
EMPLOYEES OR REPRESENTATIVES, MAY CONDUCT PURCHASER'S ENVIRONMENTAL REVIEW.
NOBLE SHALL HAVE THE RIGHT TO HAVE REPRESENTATIVES THEREOF PRESENT TO OBSERVE
PURCHASER'S ENVIRONMENTAL REVIEW CONDUCTED IN NOBLE'S OFFICES OR ON THE ASSETS.
WITH RESPECT TO ANY SAMPLES TAKEN IN CONNECTION WITH PURCHASER'S ENVIRONMENTAL
REVIEW, NOBLE SHALL BE PERMITTED TO TAKE SPLIT SAMPLES. PURCHASER AGREES TO
CONDUCT PURCHASER'S ENVIRONMENTAL REVIEW IN A MANNER SO AS NOT TO UNDULY
INTERFERE WITH THE BUSINESS OPERATIONS OF NOBLE AND IN COMPLIANCE WITH ALL
APPLICABLE LAWS, AND PURCHASER SHALL EXERCISE DUE CARE WITH RESPECT TO NOBLE'S
PROPERTIES AND THEIR CONDITION.
(B)
PRIOR TO THE CLOSING, UNLESS OTHERWISE
REQUIRED BY APPLICABLE LAW, PURCHASER SHALL