Special Warranty of Defensible Title. Notwithstanding anything herein to the contrary, if Closing occurs, then, Seller hereby warrants unto Purchaser Defensible Title as to each Company Lease, Company Unit and Company Well contained in the Company Assets against any Person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under the applicable Company or any of its respective Affiliates, but not otherwise, subject, however, to the Permitted Encumbrances. For purposes of Seller’s foregoing special warranty of Defensible Title, the value of the Company Leases and Company Units set forth in the Lease Annex and of the Company Xxxxx set forth in the Well Annex shall be deemed to be the Allocated Value thereof. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Title Threshold and the Title Deductible shall in no way limit any claim by Purchaser pursuant to this Section 6.8.
Special Warranty of Defensible Title. Subject to the Permitted Encumbrances, the Company has Defensible Title to and will defend Defensible Title to the Leases and Xxxxx against every Person whomsoever lawfully claiming or purporting to claim the same or any part thereof, in each case, by, through and under the Company or any of its Affiliates but not otherwise. The Parties acknowledge and agree that the foregoing warranty shall constitute and be considered a special warranty of title by, through and under the Company and its Affiliates under applicable laws (and not a general warranty of title).
Special Warranty of Defensible Title. The Assignment shall contain a special warranty of Defensible Title by, through, and under Seller and its Affiliates. Buyer shall furnish Seller a notice meeting the requirements of Section 4.2(c) setting forth any matters which Buyer intends to assert as a breach of the special warranty of Defensible Title under the Assignment. Seller shall have a reasonable opportunity, but not the obligation, to cure any breach of such special warranty of Defensible Title prior to the date that is 90 days after Buyer provides written notice of such alleged breach to Seller and Buyer shall reasonably cooperate with any attempt by Seller to cure the same. Any claim for breach of the special warranty of Defensible Title in the Assignment must be asserted in writing by Buyer on or before December 31, 2022, and shall be limited to the Allocated Value of any such affected Asset, as adjusted under this Agreement (except with respect to breaches of the special warranty of Defensible Title in the Assignment for which the Title Defect Amount would have been determined under Section 4.1(d)(2) if brought prior to the Defect Notice Date).
Special Warranty of Defensible Title. The Assignment shall contain a special warranty of Defensible Title by, through, and under Seller, but not otherwise. Buyer shall furnish Seller a notice meeting the requirements of Section 4.2(c) setting forth any matters which Buyer intends to assert as a breach of the special warranty of Defensible Title under the Assignment. Seller shall have a reasonable opportunity, but not the obligation, to cure any breach of such special warranty of Defensible Title asserted by Buyer. Buyer shall reasonably cooperate with any attempt by Seller to cure same. Any claim by Buyer under Seller’s special warranty of Defensible Title in the Assignment as to the Lease or Xxxxx, if any, shall be limited to the Allocated Value of any such Lease or Xxxxx, as adjusted under this Agreement.
Special Warranty of Defensible Title. The Assignment(s) delivered at Closing will contain a special warranty of Defensible Title by, through and under Seller and its Affiliates, subject, however, to the Permitted Encumbrances, but not otherwise. From and after the Closing and without limitation of Section 11.1 or Section 11.2, the special warranty of Defensible Title set forth in this Assignment(s) shall, to the fullest extent permitted by applicable Law, be the exclusive right and remedy of Buyer with respect to title to the Assets. Except for the special warranty of Defensible Title set forth in the Assignment(s), Buyer, without limitation of Section 11.1 or Section 11.2, on behalf of itself and its successors, assigns and insurers, from and after the Closing releases, remises and forever discharges Seller from any and all claims, demands, damages, losses, costs, liabilities, interest or causes of action whatsoever, in Law or in equity, known or unknown, which Buyer might now or subsequently may have, based on, relating to or arising out of, any failure to have Defensible Title or other deficiency in or Encumbrance on title to any Asset.
Special Warranty of Defensible Title. The Assignment shall contain a special warranty of Defensible Title by, through, and under each Seller, but not otherwise. Buyer shall furnish Seller a notice meeting the requirements of Section 4.2(c) setting forth any matters which Buyer intends to assert as a breach of the special warranty of Defensible Title under the Assignment. Seller shall have a reasonable opportunity, but not the obligation, to cure any breach of such special warranty of Defensible Title asserted by Buyer. Buyer shall reasonably cooperate with any attempt by Seller to cure same. Any claim by Buyer under Seller’s special warranty of Defensible Title in the Assignment, if any, shall be limited to the Allocated Value of the applicable Well(s), as adjusted under this Agreement. Buyer is not entitled to protection under the special warranty of Defensible Title in the Assignment for (1) any Title Defect asserted by Buyer under Section 4.2(c); or (2) any Title Defect known by Buyer or any of its Affiliates prior to the Title Defect Notice and not included as part of a Title Defect Notice.
Special Warranty of Defensible Title. The Assignment delivered at Closing will contain a special warranty of Defensible Title as to such Seller’s interest in the Xxxxx, Leases, Tracts, Rights-of-Way and Personal Property by the applicable Seller, subject, however, to the Permitted Encumbrances. For the avoidance of doubt, any claim by Buyer under each Seller’s special warranty of Defensible Title in the Assignment shall not be subject to the Individual Title Threshold or the Title Deductible but shall not exceed the Allocated Value of the affected Asset and any claims for such breach must be asserted within the applicable statute of limitations. Any such claims not asserted within the applicable statute of limitations shall be deemed to be Assumed Obligations.
Special Warranty of Defensible Title. Buyer is not entitled to protection under Seller’s special warranty of Defensible Title contained in any of the Conveyances against any Title Defect that is asserted by Buyer in a Title Defect Notice in accordance with this Article 7, regardless of the outcome of such assertion and whether such assertion is subsequently withdrawn or otherwise. As to any Title Defect claim by a third party after Closing that properly invokes the Special Warranty 34 of Defensible Title provided by Seller under any of the Conveyances, Buyer may file a claim against Seller to enforce its rights thereunder. Recovery by Buyer for any breach by Seller of the special warranty of Defensible Title contained in any of the Conveyances, together with any downward adjustments to the Base Purchase Price by the applicable Title Defect Amount, shall not exceed the Allocated Value of the affected Well and/or Inventory Location. To assert a claim for breach of Seller’s special warranty of Defensible Title contained in any of the Conveyances, Buyer shall be required to provide a Title Defect Notice to Seller meeting the requirements of Section 7.3, which shall set forth the matters asserted to have resulted in such a breach. Seller shall have a reasonable opportunity (but not the obligation) to cure any breach of Seller’s special warranty of Defensible Title set forth in the Conveyances asserted by Buyer pursuant to this Section 7.8, and Buyer shall reasonably cooperate with any such curative attempt by Seller.
Special Warranty of Defensible Title. Each Assignment delivered at Closing will contain a special warranty of Defensible Title as to such Seller’s interest in the Xxxxx, Leases, Tracts, Rights-of-Way and Personal Property by the applicable Seller, subject, however, to the Permitted Encumbrances; provided, however, no Seller makes, and the Assignments delivered at Closing will not contain, any warranty of Defensible Title as to the Hypothetical DSUs. For the avoidance of doubt, any claim by Buyer under each Seller’s special warranty of Defensible Title in the applicable Assignment shall not be subject to the Individual Title Threshold or the Title Defect Deductible but shall not exceed the Allocated Value of the affected Asset and any claims for such breach must be asserted within the applicable statute of limitations. Any such claims not asserted within the applicable statute of limitations shall be deemed to be Assumed Obligations.
Special Warranty of Defensible Title
