BONA FIDE,
THIRD PARTY CONFIDENTIALITY RESTRICTIONS (PROVIDED THAT NOBLE SHALL USE ITS
REASONABLE EFFORTS TO CAUSE SUCH RESTRICTIONS TO BE REMOVED WITH RESPECT TO
PURCHASER). THE COST AND EXPENSE OF PURCHASER'S TITLE REVIEW, IF ANY, SHALL BE
BORNE SOLELY BY PURCHASER.
PRIOR TO THE CLOSING DATE, PURCHASER SHALL NOT
CONTACT ANY OF THE CUSTOMERS OR SUPPLIERS OF NOBLE OR ITS WORKING INTEREST
CO-OWNERS OR OPERATORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY,
WHETHER IN PERSON OR BY TELEPHONE, MAIL OR OTHER MEANS OF COMMUNICATION, WITHOUT
THE PRIOR WRITTEN CONSENT OF NOBLE.
(B)
IF PURCHASER DISCOVERS ANY TITLE DEFECT
AFFECTING ANY OF THE ASSETS, PURCHASER MAY NOTIFY NOBLE PRIOR TO THE EXPIRATION
OF THE EXAMINATION PERIOD OF SUCH ALLEGED TITLE DEFECT. TO BE EFFECTIVE, SUCH
NOTICE ("TITLE DEFECT NOTICE") MUST (I) BE IN WRITING, (II) BE RECEIVED BY NOBLE
PRIOR TO THE EXPIRATION OF THE EXAMINATION PERIOD, (III) DESCRIBE THE TITLE
DEFECT IN DETAIL (INCLUDING ANY ALLEGED VARIANCE IN THE NET REVENUE INTEREST),
(IV) IDENTIFY THE SPECIFIC ASSET(S) AFFECTED BY SUCH TITLE DEFECT, AND (V)
INCLUDE THE VALUE OF SUCH TITLE DEFECT AS DETERMINED BY PURCHASER IN GOOD
FAITH.
SUBJECT TO SECTIONS 3.7, 3.9, 3.10, 4.11, 4.12, 4.16 AND 4.17, ANY
MATTERS THAT MAY OTHERWISE CONSTITUTE TITLE DEFECTS, BUT OF WHICH NOBLE HAS NOT
BEEN SPECIFICALLY NOTIFIED BY PURCHASER IN ACCORDANCE WITH THE FOREGOING, SHALL
BE DEEMED TO HAVE BEEN WAIVED BY PURCHASER FOR ALL PURPOSES.
UPON THE RECEIPT
OF SUCH EFFECTIVE TITLE DEFECT NOTICE FROM PURCHASER, NOBLE SHALL HAVE THE
OPTION, IN ADDITION TO THE REMEDIES SET FORTH IN SECTION 3.1(C), BUT NOT THE
OBLIGATION, TO ATTEMPT TO CURE SUCH TITLE DEFECT AT ANY TIME PRIOR TO THE
CLOSING.
THE ASSET AFFECTED BY SUCH UNCURED TITLE DEFECT SHALL BE A "TITLE
DEFECT ASSET".
(C)
WITH RESPECT TO EACH TITLE DEFECT THAT IS
NOT CURED ON OR BEFORE THE CLOSING, THE PURCHASE PRICE SHALL BE REDUCED, SUBJECT
TO SECTION 3.4, BY THE TITLE DEFECT AMOUNT WITH RESPECT TO SUCH TITLE DEFECT
ASSET.
THE "TITLE DEFECT AMOUNT" SHALL MEAN, WITH RESPECT TO A TITLE DEFECT
ASSET, THE AMOUNT BY WHICH SUCH TITLE DEFECT ASSET IS IMPAIRED AS A RESULT OF
THE EXISTENCE OF ONE OR MORE TITLE DEFECTS, WHICH AMOUNT SHALL BE DETERMINED AS
FOLLOWS:
(I)
THE TITLE DEFECT AMOUNT WITH RESPECT TO
A TITLE DEFECT ASSET SHALL BE DETERMINED BY TAKING INTO CONSIDERATION THE
"ALLOCATED VALUE" (AS SET FORTH IN SCHEDULE 3.1(C) ATTACHED HERETO) OF THE ASSET
(OR THE WELLS ASSOCIATED THEREWITH) SUBJECT TO SUCH TITLE DEFECT, THE PORTION OF
THE ASSET SUBJECT TO SUCH TITLE DEFECT, AND THE LEGAL EFFECT OF SUCH TITLE
DEFECT ON THE ASSET (OR THE WELLS OR OTHER PROPERTY ASSOCIATED THEREWITH)
AFFECTED THEREBY; PROVIDED, HOWEVER, THAT: (A) IF SUCH TITLE DEFECT IS IN THE
NATURE OF NOBLE'S NET REVENUE INTEREST IN AN ASSET BEING LESS THAN THE NET
REVENUE INTEREST SET FORTH IN EXHIBIT "A" OR EXHIBIT "A-1" HERETO, AS THE CASE
MAY BE, AND THE WORKING INTEREST REMAINS THE SAME, THEN THE TITLE DEFECT AMOUNT