Defensible Title Sample Clauses

Defensible Title. “Defensible Title” means the title of Seller in and to each Lease, Well or Well Location, subject to and except for the Permitted Encumbrances:

Defensible Title. The term “Defensible Title” with respect to a Lease means such title of Sellers in and to the Leases that: (i) results in Sellers owning that number of Net Acres with respect to the Lease equal to the number of Net Acres for the Lease set forth in Exhibit A, (ii) entitles Sellers to a net revenue interest in the Lease (“NRI”) not less than the NRI set forth for such Lease in Exhibit A, (iii) entitles Sellers to a working interest in the lands described in the Lease (“WI”) not more than the WI set forth for such Lease in Exhibit A, and (iv) subject to and except for Permitted Encumbrances, is free and clear of all liens, security interests, encumbrances, claims, and any other defects.

Defensible Title. On the Closing Date, Seller shall convey to Buyer Defensible Title to the Assets. As used herein, the term “Defensible Title” shall mean, as to the Assets, that title which is filed, recorded, or otherwise referenced of record in the records of the applicable Governmental Body in a manner which under applicable Legal Requirements constitutes constructive notice of ownership of such Asset to third parties acquiring an interest in or an encumbrance against such Asset, and which:

Defensible Title. (a) As used herein, the term “Defensible Title” shall mean, as to the Interests, such title held by Seller under documents recorded in ▇▇▇▇▇▇▇ County, Texas that, subject to and except for the Permitted Encumbrances (as hereinafter defined): (i) entitles Seller to receive, and will entitle Buyer after Closing, to receive, own and retain without suspension, reduction or termination, payment of revenues for not less than the “Net Revenue Interest” set forth in Exhibit “B” of all oil, gas and associated liquid and gaseous hydrocarbons produced, saved and marketed from all ▇▇▇▇▇ located on the Land; (ii) obligates Seller, and will obligate Buyer after Closing, to bear costs and expenses relating to the maintenance, development and operation of ▇▇▇▇▇ located on the Interests in an amount not greater than the “Working Interest” set forth in Exhibit “B”; (iii) is free and clear of encumbrances and liens; and (iv) allows Seller to receive payment for production attributable to the Interests from the purchaser(s) thereof without any bond or indemnity being required. (b) The term “

Defensible Title. The term “Defensible Title” means such title to the Assets that, subject to and except for Permitted Encumbrances: (i) entitles Seller to receive not less than the net revenue interest set forth on Exhibit B for each Well or undeveloped location listed on Exhibit B (“NRI”) and, if the NRI for any Well or undeveloped location is listed as both “BPO” and “APO,” not less than the BPO NRI prior to the applicable payout event, and not less than the APO NRI after the applicable payout event; (ii) obligates Seller to bear costs and expenses relating to the maintenance, development, operation and the production of Hydrocarbons from each Well or undeveloped location in an amount not greater than the working interest set forth in Exhibit B (“WI”); (iii) is not subject to reduction by virtue of the exercise by any third party or automatic effectuation of a reversionary interest, back-in or similar right except as scheduled in Exhibit B; (iv) is free and clear of mortgages, encumbrances, liens, and delinquent taxes; and (v) defects or conditions that would create an impairment of use or loss of interest in the affected Asset. If a formation in a Well or undeveloped location is not listed on Exhibit B, then the Allocated Value for such formation or undeveloped location is zero.

Defensible Title. As used herein, the term “Defensible Title” shall mean, as to the Assets, that title which: (a) Entitles Seller, as to each Well (or the specified zone(s) therein), to receive and retain without suspension, reduction or termination, not less than the Net Revenue Interest set forth for such Well (or the specified zone(s) therein) in Exhibit A, through the plugging, abandonment, and salvage of such Well (or the specified zone(s) therein), except for any decrease (i) caused by orders of the appropriate regulatory body having jurisdiction over the Well that are promulgated after the Closing Date that concern pooling, unitization, communitization, or spacing matters; or (ii) caused by Buyer, its successors or assigns; (b) Obligates Seller, as to each Well (or the specified zone(s) therein), to bear not more than the Working Interest set forth for such Well (or the specified zone(s) therein) in Exhibit A, through the plugging, abandonment, and salvage of such Well (or the specified zone(s) therein), except for any increase (i) caused by Buyer, its successors or assigns; (ii) that also results in the Net Revenue Interest associated with the Well being proportionately increased; or (iii) caused by orders of the appropriate regulatory body having jurisdiction over the Well that are promulgated after the Closing Date that concern pooling, unitization, communitization, or spacing matters; (c) Is free and clear of all Encumbrances except for Permitted Encumbrances; and (d) In the case of Assets other than ▇▇▇▇▇ (such as pipeline interests), entitles Seller to the ownership interest reflected in Exhibit A.

Defensible Title. (a) The term Defensible Title shall mean, as to the Interests, such title, whether held by Seller or for the benefit of Seller, that, except for and subject to the Permitted Encumbrances (as defined in Section 5.1(b)): (i) entitles Seller to receive as to each Well set forth in EXHIBIT A not less than the Net Revenue Interest set forth in EXHIBIT A as --------- --------- to the oil, gas and associated liquid and gaseous hydrocarbons produced, saved and marketed therefrom as to its presently producing formations; (ii) obligates Seller to bear costs and expenses relating to the maintenance, development and operation of each Well or Lease in an amount not greater than the Working Interest set forth in EXHIBIT A without a proportionate --------- increase in the Net Revenue Interest, and (iii) is free and clear of liens and material encumbrances and defects. (b) The term Permitted Encumbrances, as used herein, shall mean, as follows: (1) lessors' royalties, overriding royalties, unitization and pooling designations and agreements, reversionary interests and similar burdens; (2) required third party consents to assignments, preferential rights to purchase, and similar agreements with respect to which prior to Closing (i) waivers or consents have been or will be obtained from the appropriate parties prior to the closing date, or (ii) the appropriate time period for asserting such rights has expired without an exercise of such rights; (3) all rights to consent by, required notices to, filings with, or other actions by governmental entities in connection with the sale or conveyance of oil and gas leases or interests therein if the same are customarily obtained subsequent to such sale or conveyance; (4) easements, rights-of-way, servitudes, permits, surface leases and other rights with respect to surface operations, pipelines, grazing, logging, canals, ditches, reservoirs or the like; conditions, covenants or other restrictions; and easements for streets, alleys, highways, pipelines, telephone lines, power lines, railways and other easements and rights-of-way, on, over or in respect of any of the Interests; (5) materialmen's, mechanics', repairmen's, employees', contractors', operators', tax and other similar liens or charges arising in the ordinary course of business incidental to construction, maintenance or operation of any of the Interests: (i) if they have not been filed pursuant to law, (ii) if filed, they have not yet become due and payable or payment is bein...

Defensible Title. 14 4.2 PERMITTED ENCUMBRANCES . . . . . . . . . . . . . . . . . . . . 14 4.3

Defensible Title. The term “