INTERESTS 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;
(L)
ANY ENCUMBRANCE WHICH IS DISCHARGED BY SELLER AT OR PRIOR TO CLOSING;
(M)
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
AND ASSOCIATED HYDROCARBONS AND RIGHTS ATTENDANT THERETO;
(N)
ANY MATTERS SHOWN ON EXHIBIT G; AND
(O)
ANY OTHER ENCUMBRANCES WHICH DO NOT, INDIVIDUALLY OR IN THE AGGREGATE,
(I) REDUCE THE "CONVEYED NET REVENUE INTEREST" BELOW THAT SHOWN IN EXHIBIT A-2
WITH RESPECT TO ANY REVIEW WELL, (II) INCREASE THE "CONVEYED WORKING INTEREST"
ABOVE THAT SHOWN IN EXHIBIT A-2 WITH RESPECT TO ANY REVIEW WELL WITHOUT AT LEAST
A PROPORTIONATE INCREASE IN THE NET REVENUE INTEREST FOR SUCH REVIEW WELL, OR
(III) MATERIALLY DETRACT FROM THE VALUE OF OR MATERIALLY INTERFERE WITH THE USE,
OWNERSHIP OR OPERATION OF THE REVIEW WELLS 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 OIL
AND GAS PROPERTIES IN THE APPALACHIAN BASIN.
SECTION 3.4
NOTICE OF ASSERTED TITLE DEFECTS; DEFECT ADJUSTMENTS.
(A)
TO ASSERT A CLAIM OF A TITLE DEFECT PRIOR TO CLOSING, PURCHASER MUST
DELIVER A CLAIM NOTICE TO SELLER ON OR BEFORE 5:00 P.M. EDT ON APRIL 25, 2007
(THE "TITLE CLAIM DATE"), EXCEPT AS OTHERWISE PROVIDED UNDER SECTION 3.5 OR
SECTION 3.6; PROVIDED THAT PURCHASER AGREES TO FURNISH SELLER 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 PURCHASER 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 WELLS AND/OR UNDEVELOPED LEASE INTERESTS
AFFECTED,
15
(III) THE ALLOCATED VALUES OF THE WELLS AND/OR UNDEVELOPED LEASE INTERESTS
SUBJECT TO SUCH ASSERTED TITLE DEFECT(S), (IV) SUPPORTING DOCUMENTS REASONABLY
NECESSARY FOR SELLER (AS WELL AS ANY TITLE ATTORNEY OR EXAMINER HIRED BY
SELLER) TO VERIFY THE EXISTENCE OF SUCH ASSERTED TITLE DEFECT(S) AND (V) THE
AMOUNT BY WHICH PURCHASER REASONABLY BELIEVES THE ALLOCATED VALUES OF THOSE
WELLS AND/OR UNDEVELOPED LEASE INTERESTS ARE REDUCED BY SUCH ASSERTED TITLE
DEFECT(S) AND THE COMPUTATIONS AND INFORMATION UPON WHICH PURCHASER'S BELIEF IS
BASED.
SUBJECT TO PURCHASER'S RIGHTS UNDER THE SPECIAL WARRANTY OF TITLE
DESCRIBED IN SECTION 3.1(A) AND ITS RIGHTS WITH RESPECT TO ANY BREACH OF
SELLER'S COVENANT UNDER SECTION 6.10(F), PURCHASER SHALL BE DEEMED TO HAVE
WAIVED ALL TITLE DEFECTS OF WHICH SELLER HAS NOT BEEN GIVEN NOTICE ON OR BEFORE
THE TITLE CLAIM DATE.
(B)
IN THE EVENT THAT PURCHASER NOTIFIES SELLER OF A TITLE DEFECT BEFORE THE
TITLE CLAIM DATE, SELLER SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO
ATTEMPT, AT ITS SOLE COST, TO