IS ENTITLED TO RECEIVE A PURCHASE PRICE INCREASE PURSUANT TO SECTION
3.1(F).
(B)
THE PURCHASE PRICE SHALL BE DECREASED BY AN
AMOUNT EQUAL TO THE SUM OF THE FOLLOWING AMOUNTS (DETERMINED WITHOUT
DUPLICATION):
(I)
THE AMOUNT OF ALL PROCEEDS (NET TO
NOBLE'S INTEREST) EARNED AND RECEIVED OR TO BE RECEIVED BY OR ON BEHALF OF NOBLE
(OTHER THAN PROCEEDS FROM THE EXERCISE BY THIRD PARTIES OF PREFERENTIAL RIGHTS
TO PURCHASE ALL OR ANY PORTION OF THE LEASEHOLD INTERESTS) THAT ARE ATTRIBUTABLE
TO THE OWNERSHIP OR OPERATION OF THE ASSETS FROM AND AFTER THE EFFECTIVE TIME;
(II)
AN AMOUNT EQUAL TO THE AGGREGATE SUM OF
THE ALLOCATED VALUE OF EACH ASSET DESIGNATED WITH A POSITIVE VALUE THAT IS
EITHER PURCHASED BY A HOLDER OF A PREFERENTIAL PURCHASE RIGHT COVERING SUCH
ASSET AS CONTEMPLATED IN SECTION 3.9 OR HELD BACK FROM THE CLOSING PURSUANT TO
SECTION 3.9 OR 3.10;
(III)
AN AMOUNT EQUAL TO THE AGGREGATE OF THE
TITLE DEFECT AMOUNTS, ENVIRONMENTAL DEFECT VALUES AND DAMAGES FOR WHICH
PURCHASER IS ENTITLED TO RECEIVE AS A PURCHASE PRICE REDUCTION PURSUANT TO
SECTION 3.4;
(IV)
AN AMOUNT EQUAL TO THE AGGREGATE SUM OF THE
ALLOCATED VALUE OF EACH ASSET DESIGNATED WITH A POSITIVE VALUE THAT IS EXCLUDED
FROM THIS AGREEMENT PURSUANT TO SECTION 3.2(C) OR SECTION 3.11;
(V)
AN AMOUNT EQUAL TO THE ADJUSTMENT AMOUNT
REFERENCED IN SECTION 3.5;
(VI)
AN AMOUNT EQUAL TO THE DEFECTS ESCROW AMOUNT
AS PROVIDED IN SECTION 3.6; AND
(VII)
AN AMOUNT EQUAL TO THE SUM OF FOUR AND 50/100
DOLLARS ($4.50) PER MCF, LESS ROYALTIES, OVERRIDES AND TAXES, THAT THE ASSETS
REFLECT AN IMBALANCE OF GAS EQUAL TO THE SUM OF (A) NET UNDERPRODUCTION OF THE
ASSETS BETWEEN OR EQUAL TO .1 OR 0 BCF OF GAS, AND (B) ANY NET OVERPRODUCTION OF
GAS.
2.3
PAYMENT AND CALCULATION OF ESTIMATED
ADJUSTED PURCHASE PRICE AND PAYMENT AT CLOSING.
(A)
NOBLE SHALL PREPARE AND DELIVER TO
PURCHASER, AT LEAST FIVE (5) "BUSINESS DAYS" (WHICH TERM SHALL MEAN ANY DAY
EXCEPT A SATURDAY, SUNDAY OR OTHER DAY ON WHICH COMMERCIAL BANKS IN NEW YORK,
NEW YORK, OR HOUSTON, TEXAS ARE REQUIRED OR AUTHORIZED BY LAW TO BE CLOSED)
PRIOR TO THE CLOSING DATE, NOBLE'S GOOD FAITH ESTIMATE OF THE ADJUSTED PURCHASE
PRICE TO BE PAID AT CLOSING TO NOBLE (SUCH ESTIMATED ADJUSTED PURCHASE PRICE
BEING HEREIN REFERRED TO AS THE "ESTIMATED ADJUSTED PURCHASE PRICE"), TOGETHER
WITH A STATEMENT SETTING FORTH NOBLE'S GOOD FAITH ESTIMATE OF THE AMOUNT OF EACH
ADJUSTMENT TO THE PURCHASE PRICE TO BE MADE PURSUANT TO SECTION 2.2.
THE
PARTIES SHALL NEGOTIATE IN GOOD FAITH AND ATTEMPT TO AGREE ON SUCH ESTIMATED
ADJUSTMENTS PRIOR TO CLOSING.
IN THE EVENT ANY ESTIMATED ADJUSTMENT AMOUNTS ARE
NOT
5
AGREED UPON PRIOR TO CLOSING, THEN SUCH DISAGREEMENT SHALL BE RESOLVED AS
PROVIDED IN SECTION 17.1.
(B)
AT CLOSING, PURCHASER SHALL PAY TO NOBLE (OR
TO THE QUALIFIED ESCROW/TRUST ACCOUNT IF NOBLE HAS EXERCISED ITS RIGHT TO
CONSUMMATE THIS TRANSACTION AS A LIKE-KIND EXCHANGE PURSUANT TO SECTION 2.4) THE
ESTIMATED ADJUSTED