DAYS AFTER SELLER'S RECEIPT OF
THE TITLE DEFECTS NOTICE, SELLER SHALL NOTIFY BUYER WHETHER SELLER AGREES WITH
BUYER'S CLAIMED TITLE DEFECTS AND/OR THE PROPOSED TITLE DEFECT VALUES THEREFOR
("SELLER'S RESPONSE").
IF SELLER DOES NOT AGREE WITH ANY CLAIMED TITLE DEFECT
AND/OR THE PROPOSED TITLE DEFECT VALUE THEREFOR, THEN THE PARTIES SHALL ENTER
INTO GOOD FAITH NEGOTIATIONS AND SHALL ATTEMPT TO AGREE ON SUCH MATTERS;
(II)
WITHIN ONE (1) BUSINESS DAY AFTER SELLER'S NOTICE OF ITS
CURE OF A TITLE DEFECT, BUYER SHALL NOTIFY SELLER WHETHER BUYER AGREES WITH
SELLER'S PROPOSED CURE OF A TITLE DEFECT ("BUYER'S RESPONSE").
ALL ACTIONS TO
ATTEMPT TO CURE A TITLE DEFECT SHALL BE AT SELLER'S EXPENSE.
IF BUYER DOES NOT
AGREE WITH ANY SUCH CURE, THEN THE PARTIES SHALL ENTER INTO GOOD FAITH
NEGOTIATIONS AND SHALL ATTEMPT TO AGREE ON SUCH MATTERS;
(III)
IF THE PARTIES CANNOT REACH AGREEMENT CONCERNING EITHER THE
EXISTENCE OF A TITLE DEFECT, SELLER'S PROPOSED CURE OF A TITLE DEFECT, OR A
TITLE DEFECT VALUE WITHIN TEN (10) DAYS AFTER BUYER'S RECEIPT OF SELLER'S
RESPONSE OR SELLER'S RECEIPT OF BUYER'S RESPONSE, AS APPLICABLE, UPON EITHER
PARTY'S REQUEST, THE PARTIES SHALL MUTUALLY AGREE ON AND EMPLOY AN ATTORNEY
EXPERIENCED IN TITLE EXAMINATION IN THE STATE WHERE THE OIL AND GAS PROPERTIES
ARE LOCATED ("TITLE CONSULTANT") TO RESOLVE ALL POINTS OF DISAGREEMENT RELATING
TO TITLE DEFECTS AND TITLE DEFECT VALUES; PROVIDED THAT SELLER OR BUYER MAY
ELECT TO PROCEED TO CLOSING WITH SUCH OIL AND GAS PROPERTY SUBJECT TO THE TITLE
DEFECT BECOMING AN EXCLUDED ASSET AND ADJUST THE BASE PURCHASE PRICE IN THE
AMOUNT OF THE ALLOCATED VALUE AND NOT SUBMIT SUCH MATTER TO ARBITRATION;
(IV)
IF AT ANY TIME ANY TITLE CONSULTANT SO CHOSEN FAILS OR REFUSES
TO PERFORM HEREUNDER, A NEW TITLE CONSULTANT SHALL BE CHOSEN BY THE PARTIES.
THE COST OF ANY SUCH TITLE CONSULTANT SHALL BE BORNE ONE HUNDRED PERCENT (100%)
BY THE PARTY THAT DOES NOT PREVAIL.
EACH PARTY SHALL PRESENT A WRITTEN
STATEMENT OF ITS POSITION ON THE TITLE DEFECT AND/OR TITLE DEFECT VALUE IN
QUESTION TO THE TITLE CONSULTANT WITHIN FIVE (5) DAYS AFTER THE TITLE CONSULTANT
IS SELECTED, AND THE TITLE CONSULTANT SHALL MAKE A DETERMINATION OF ALL POINTS
OF DISAGREEMENT IN ACCORDANCE WITH THE TERMS AND
14
CONDITIONS OF THIS AGREEMENT WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF SUCH
POSITION STATEMENTS.
THE DETERMINATION BY THE TITLE CONSULTANT SHALL BE
CONCLUSIVE AND BINDING ON THE PARTIES, AND SHALL BE ENFORCEABLE AGAINST ANY
PARTY IN ANY COURT OF COMPETENT JURISDICTION.
IF NECESSARY, THE CLOSING DATE
SHALL BE DEFERRED UNTIL THE TITLE CONSULTANT HAS MADE A DETERMINATION OF THE
DISPUTED ISSUES WITH RESPECT THERETO; PROVIDED, HOWEVER, THAT, UNLESS SELLER AND
BUYER MUTUALLY AGREE TO THE CONTRARY, THE CLOSING DATE SHALL NOT BE DEFERRED IN
ANY EVENT FOR MORE THAN THIRTY (30) DAYS BEYOND THE SCHEDULED CLOSING DATE IN
SECTION 3.1.
ONCE THE TITLE CONSULTANT'S DETERMINATION HAS BEEN EXPRESSED TO
BOTH PARTIES, IF APPLICABLE, SELLER SHALL HAVE FIVE (5) DAYS IN WHICH TO ADVISE
BUYER