CONVEYANCE OF EASEMENTS, RIGHTS OF WAY, LICENSES, GATHERING FACILITIES OR
INTERESTS THEREIN IF THEY ARE CUSTOMARILY OBTAINED SUBSEQUENT TO THE SALE OR
CONVEYANCE;
(VII)
RIGHTS OF REASSIGNMENT ARISING UPON FINAL INTENTION TO ABANDON OR
RELEASE ANY EASEMENT OR RIGHT OF WAY;
(VIII)
WITH REGARD TO LANDS COVERED BY THE ORIGINAL LEASE OR INCLUDED IN
THE EXPLORATION AGREEMENT PMOG AREA AND TO THE EXTENT NOT CREATED BY, THROUGH
10
or under Equitable: easements, rights-of-way, servitudes, permits and other
rights in respect of surface and subsurface operations and any rights related to
coal, coal seams or coal mining, whether statutory or otherwise, other than
rights to explore for, develop and produce coalbed methane;
(IX)
WITH REGARD TO LANDS NOT COVERED BY THE
ORIGINAL LEASE OR INCLUDED IN THE EXPLORATION AGREEMENT PMOG AREA: EASEMENTS,
RIGHTS-OF-WAY, SERVITUDES, PERMITS AND OTHER RIGHTS IN RESPECT OF SURFACE AND
SUBSURFACE OPERATIONS WHICH WOULD BE ACCEPTED BY A REASONABLY PRUDENT PURCHASER
ENGAGED IN THE BUSINESS OF OWNING AND OPERATING ASSETS SIMILAR TO THE ASSETS IN
THE APPALACHIAN BASIN;
(X)
ALL RIGHTS RESERVED TO OR VESTED IN ANY
GOVERNMENTAL AUTHORITY TO CONTROL OR REGULATE ANY OF THE ASSETS IN ANY MANNER
AND ALL OBLIGATIONS AND DUTIES UNDER ALL APPLICABLE LAWS OR UNDER ANY FRANCHISE,
GRANT, LICENSE OR PERMIT ISSUED BY ANY SUCH GOVERNMENTAL AUTHORITY;
(XI)
ANY ENCUMBRANCE WHICH IS DISCHARGED BY
EQUITABLE AT OR PRIOR TO CLOSING;
(XII)
WITH RESPECT TO THE EASEMENTS, RIGHTS OF WAY
AND OTHER RIGHTS OVER, UNDER OR THROUGH ANY LANDS AND PROPERTIES OWNED BY PMOG
OR ITS AFFILIATES, ANY ENCUMBRANCE OR IMPERFECTION IN TITLE OTHER THAN THOSE
ENCUMBRANCES OR IMPERFECTIONS IN TITLE ARISING BY, THROUGH OR UNDER EQUITABLE OR
ITS AFFILIATES;
(XIII)
ANY MATTERS SHOWN ON EXHIBIT F; AND
(XIV)
ANY OTHER ENCUMBRANCES WHICH DO NOT, INDIVIDUALLY
OR IN THE AGGREGATE, MATERIALLY DETRACT FROM THE VALUE OF OR MATERIALLY
INTERFERE WITH THE USE, OWNERSHIP OR OPERATION OF THE ASSETS SUBJECT THERETO OR
AFFECTED THEREBY (AS CURRENTLY USED, OWNED OR OPERATED) AND WHICH WOULD BE
ACCEPTED BY A REASONABLY PRUDENT PURCHASER ENGAGED IN THE BUSINESS OF OWNING AND
OPERATING GATHERING SYSTEM OR PIPELINE ASSETS IN THE APPALACHIAN BASIN.
Section 3.3
Notice of Asserted Title Defects; Defect Adjustments.
(A)
TO ASSERT A CLAIM OF A TITLE DEFECT PRIOR TO CLOSING, PMOG MUST DELIVER A
CLAIM NOTICE TO EQUITABLE ON OR BEFORE 5:00 P.M. EDT ON APRIL 25, 2007 (THE
"TITLE CLAIM DATE"), EXCEPT AS OTHERWISE PROVIDED UNDER SECTION 3.4 OR
SECTION 3.5; PROVIDED THAT PMOG AGREES TO FURNISH EQUITABLE AT THE END OF EVERY
WEEK PERIOD FOLLOWING THE EXECUTION OF THIS AGREEMENT AND PRIOR TO THE TITLE
CLAIM DATE WITH A CLAIM NOTICE IF ANY OFFICER OF PMOG OR ITS AFFILIATES
DISCOVERS OR LEARNS OF ANY TITLE DEFECT DURING SUCH
PERIOD.
EACH SUCH NOTICE
SHALL BE IN WRITING AND SHALL INCLUDE (I) A DESCRIPTION OF THE ASSERTED TITLE
DEFECT(S), (II) THE ASSETS AFFECTED, (III) SUPPORTING DOCUMENTS REASONABLY
NECESSARY FOR EQUITABLE (AS WELL AS ANY TITLE ATTORNEY OR EXAMINER HIRED BY
EQUITABLE) TO VERIFY THE EXISTENCE