IN NO EVENT SHALL
THE FOREGOING WARRANTY EXTEND TO OR BE ENFORCEABLE BY ANY PARTY OTHER THAN
BUYER, SPECIFICALLY EXCLUDING BUYER'S SUCCESSORS AND ASSIGNS IN ALL OR PART OF
THE ASSETS.
SECTION 3.07
NO PREFERENTIAL RIGHTS. SELLERS REPRESENTS THAT THERE ARE
NO PREFERENTIAL RIGHTS TO PURCHASE AFFECTING THE ASSETS.
SECTION 3.08
CONSENTS TO ASSIGNMENT. EACH SELLERS SHALL MAKE A GOOD
FAITH EFFORT TO OBTAIN ALL NECESSARY CONSENTS FROM THIRD PARTIES TO ASSIGN THE
ASSETS PRIOR TO CLOSING (OTHER THAN GOVERNMENTAL APPROVALS THAT ARE CUSTOMARILY
OBTAINED AFTER CLOSING) AND BUYER SHALL ASSIST SELLERS WITH SUCH EFFORTS. TO THE
EXTENT SUCH CONSENTS ARE NOT OBTAINED PRIOR TO CLOSING AND WOULD RENDER THE
ASSIGNMENT OF SOME OR ALL OF THE ASSETS VOID OR VOIDABLE OR GIVE RISE TO A CLAIM
FOR DAMAGES AS A RESULT OF THE FAILURE TO OBTAIN SUCH CONSENT, THEN SUCH FAILURE
SHALL CONSTITUTE A TITLE DEFECT AS TO THAT PORTION OF THE ASSETS AFFECTED
THEREBY.
SECTION 3.09
REMEDIES FOR TITLE BENEFITS.
(A)
IF EITHER PARTY DISCOVERS ANY TITLE BENEFIT DURING THE EXAMINATION
PERIOD AFFECTING THE ASSETS, IT SHALL PROMPTLY NOTIFY THE OTHER PARTY IN WRITING
THEREOF ON OR BEFORE THE EXPIRATION OF THE EXAMINATION PERIOD. SUBJECT TO
SECTION 3.05, SELLERS SHALL BE ENTITLED TO AN UPWARD ADJUSTMENT TO THE PURCHASE
PRICE PURSUANT TO SECTION 10.02(A)(I) WITH RESPECT TO ALL TITLE BENEFITS, IN AN
AMOUNT MUTUALLY AGREED UPON BY THE PARTIES. FOR PURPOSES OF THIS AGREEMENT, THE
TERM "TITLE BENEFIT" SHALL MEAN SELLERS' INTEREST IN ANY SUBJECT INTEREST THAT
IS GREATER THAN OR IN ADDITION TO THAT SET FORTH IN EXHIBIT B (INCLUDING,
WITHOUT LIMITATION, A NET REVENUE INTEREST THAT IS GREATER THAN THAT SET FORTH
IN EXHIBIT B) OR SELLERS' WORKING INTEREST IN ANY SUBJECT INTEREST THAT IS LESS
THAN THE WORKING INTEREST SET FORTH IN EXHIBIT B (WITHOUT A CORRESPONDING
DECREASE IN THE NET REVENUE INTEREST). ANY MATTERS THAT MAY OTHERWISE CONSTITUTE
TITLE BENEFITS, BUT OF WHICH BUYER HAS NOT BEEN SPECIFICALLY NOTIFIED BY SELLERS
IN ACCORDANCE WITH THE FOREGOING, SHALL BE DEEMED TO HAVE BEEN WAIVED BY SELLERS
FOR ALL PURPOSES.
(B)
IF WITH RESPECT TO A TITLE BENEFIT THE PARTIES ARE NOT DEEMED TO
HAVE AGREED ON THE AMOUNT OF THE UPWARD PURCHASE PRICE ADJUSTMENT OR HAVE NOT
OTHERWISE AGREED ON SUCH AMOUNT PRIOR TO THE CLOSING DATE, SELLERS OR BUYER
SHALL HAVE THE RIGHT TO ELECT TO HAVE SUCH PURCHASE PRICE ADJUSTMENT
9
DETERMINED BY AN INDEPENDENT EXPERT PURSUANT TO SECTION 16.03. IF THE AMOUNT OF
SUCH ADJUSTMENT IS NOT DETERMINED PURSUANT TO THIS AGREEMENT BY THE CLOSING, THE
UNDISPUTED PORTION OF THE PURCHASE PRICE WITH RESPECT TO THE ASSET AFFECTED BY
SUCH TITLE BENEFIT SHALL BE PAID BY BUYER AT THE CLOSING AND, SUBJECT TO
SECTION 3.05, UPON DETERMINATION OF THE AMOUNT OF SUCH ADJUSTMENT, ANY UNPAID
PORTION THEREOF SHALL BE PAID BY BUYER TO SELLERS.
ARTICLE IV
ENVIRONMENTAL MATTERS
SECTION 4.01
ENVIRONMENTAL REVIEW.
(A)
BUYER SHALL HAVE THE RIGHT TO CONDUCT OR CAUSE A CONSULTANT
("BUYER'S ENVIRONMENTAL CONSULTANT") TO CONDUCT AN ENVIRONMENTAL