Title and Permitted Encumbrances. Grantor has in Grantor’s own right, and Grantor covenants to maintain lawful, good and marketable title to the Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for the Permitted Encumbrances. Grantor will warrant generally and forever defend title to the Property, subject as aforesaid to the Permitted Encumbrances, to Trustee and its successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of Holder. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Holder or Lenders of any existing or future violation or other breach thereof by Grantor, the Property or otherwise. If any right or interest of Holder or any Lender in the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee, Holder and Lenders, or any of them (whether or not named as parties to legal proceedings with respect thereto), are hereby authorized and empowered to take such steps as in their discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder and each Lender, including the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor hereby promises to pay) owing by Grantor to Trustee or to Holder, for its own account or the account of Lenders (as the case may be), and the party (Trustee, Holder or Lenders, as the case may be) making such expenditures shall be subrogated to all rights of the person receiving such payment.
Title and Permitted Encumbrances. Mortgagor has, and Mortgagor ----------------------------------- covenants to maintain, good and defensible title to the Property, free and clear of all liens, security interests, and encumbrances except for (i) the contracts, agreements, burdens, encumbrances and other matters set forth in the descriptions of certain of the Mortgaged Properties on Exhibit A hereto, (ii) the liens and security interests evidenced by this Mortgage, (iii) statutory liens for taxes which are not yet delinquent, (iv) liens under operating agreements, pooling orders and unitization agreements, and mechanics' and materialmen's liens, with respect to obligations which are not yet due, and (v) other liens and security interests (if any) in favor of Agent (the matters described in the foregoing clauses (i), (ii), (iii), (iv), and (v) being herein called the "Permitted Encumbrances"); Mortgagor will warrant and defend title to the Property, subject as aforesaid, against the claims and demands (including claims which would be a Permitted Encumbrance under item (vi) above) of all persons claiming or to claim the same or any part thereof. Without limitation of the foregoing, the ownership by Mortgagor of the Mortgaged Properties does and will, with respect to each well or unit identified on Schedule I, attached hereto and made a part hereof, entitle Mortgagor to receive (subject to the terms and provisions of this Mortgage) a decimal or percentage share of the oil, gas and other hydrocarbons produced from, or allocated to, such well or unit equal to not less than the decimal or percentage share set forth, for such well or unit, in the column headed "Net Revenue Interest" (or words of similar import) on Schedule I, and cause Mortgagor to be obligated to bear a decimal or percentage share of the cost of operation of such well or unit equal to not more than the decimal or percentage share set forth, for such well or unit, in the column headed "Working Interest" (or words of similar import) on Schedule I. The above-described shares of production which Mortgagor is entitled to receive and shares of expenses which Mortgagor is obligated to bear are not and will not be subject to change (other than changes which arise pursuant to non-consent provisions of operating agreements described in Exhibit A in connection with operations hereafter proposed), except, and only to the extent that, such changes are reflected in Schedule I. There is not and will not be any unexpired financing statement cove...
Title and Permitted Encumbrances. 9.1 The Vendor shall deliver the Purchased Assets and all other items or property to be conveyed hereunder to the Purchaser on Closing with a clear title free of all or any encumbrances.
Title and Permitted Encumbrances. Mortgagor has, and Mortgagor covenants to maintain, good and marketable title to the Property, free and clear of all liens, security interests, and encumbrances except for (i) the contracts, agreements, burdens, encumbrances and other matters set forth in the descriptions of certain of the Mortgaged Properties on Exhibit "A" hereto, (ii) the liens and security interests evidenced by this Mortgage, (iii) statutory liens for taxes which are not yet delinquent, or which are being contested in good faith by appropriate proceedings and for which Mortgagor has established reserves as required by generally accepted accounting principles, (iv) liens securing lessors' royalties arising by statute or under the terms of a lease, liens under operating agreements, pooling orders and unitization agreements, and mechanics' and materialmen's liens, with respect to obligations which are not yet due or the enforceability of which is being contested in good faith by appropriate proceedings, (v) other liens and security interests (if any) in favor of Mortgagee, (vi) minor defects and irregularities in title to any Property, so long as such defects and irregularities neither (A) are liens which secure other indebtedness or obligations nor (B) materially impair the value of such Property or the use thereof for the purposes for which such Property is held (the matters described in the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi) being herein called the "Permitted Encumbrances"); Mortgagor will warrant and defend title to the Property, subject as aforesaid, against the claims and demands (including claims which would be a Permitted Encumbrance under item (vi) above) of all persons claiming or to claim the same or any part thereof. With respect to each Mortgaged Property, the ownership of Mortgagor in such Mortgaged Property does and will (after giving effect to all Permitted Encumbrances, but prior to giving effect to the Conveyance of Net Profits Overriding Royalty Interest given by Mortgagor to Mortgagee immediately prior to the grant of this Mortgage): (i) with respect to each tract of land described in Exhibit "A" hereto (whether described directly in such Exhibit "A" or described by reference to another instrument) in connection with such Mortgaged Property, (A) entitle Mortgagor to receive (subject to the terms and provisions of this Mortgage) a decimal or percentage share of the oil, gas and other hydrocarbons produced from, or allocated to, such tract equal to n...
Title and Permitted Encumbrances. Mortgagor has, and Mortgagor covenants to maintain, good and defensible title to the Property, free and clear of all liens, security interests, and encumbrances except for Permitted Liens (as defined in the Credit Agreement). Mortgagor will warrant and defend title to the Property, subject as aforesaid, against the claims and demands of all persons claiming or to claim the same or any part thereof. Except to the extent permitted in the Credit Agreement, Mortgagor further binds and obligates itself not to sell, mortgage, or encumber any of the Property to the prejudice of this act. Upon request by Agent, Mortgagor will, subject to the Credit Agreement, deliver to Agent schedules of all internal and third party information identifying the Mortgaged Properties (such as, for example, internal identification names and numbers used by Mortgagor in accounting for revenues, costs, and joint interest transactions attributable to the Mortgaged Properties).
Title and Permitted Encumbrances. Mortgagor has, and Mortgagor covenants to maintain, good and defensible fee simple title to or valid leasehold interests, or valid easements or other property interest in the Mortgaged Property which is real property and good and valid title to the Property that is personal property necessary in the ordinary conduct of its business, all free and clear of all Table of Contents Liens, privileges, security interests, and encumbrances except for (i) the contracts, agreements, burdens, encumbrances and other matters set forth in the descriptions of certain of the Mortgaged Properties on Exhibit A hereto, (ii) the Liens permitted under Section 7.01 of the Credit Agreement, and (iii) such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Mortgagor will warrant and defend title to the Property, subject as aforesaid, against the claims and demands of all persons claiming the same or any part thereof. Any and all references made in this Mortgage to Liens permitted under Section 7.01 of the Credit Agreement are made for the purpose of limiting certain warranties and covenants made by Mortgagor herein and such reference is not intended to affect the description herein of the Mortgaged Properties nor to subordinate the Liens and security interests hereunder to any Liens permitted under Section 7.01 of the Credit Agreement.
Title and Permitted Encumbrances. Mortgagor has, and Mortgagor covenants to maintain, good and defensible title to the ownership interests in immovable property and the oil and gas leasehold interests or other royalty or mineral interests comprising the Property, in each case free and clear of all liens, security interests, and encumbrances except for Permitted Liens (as defined in the Security Agreement). The ownership by Mortgagor of the Mortgaged Properties does and will, with respect to each well or unit identified on Exhibit A, attached hereto and made a part hereof acquired by assignment from Xxxx Resources Limited, entitle Mortgagor to receive (subject to the terms and provisions of this Mortgage) a decimal or percentage share of the oil, gas and other hydrocarbons produced from, or allocated to, such well or unit equal to not less than seventy five (75%) percent share, and entitle Mortgagor to a working interest of one hundred (100%) percent for such well or unit, except that under the Peabody LBM lease in Concordia Parish the net revenue interest is 72.54%, The above-described shares of production which Mortgagor is entitled to receive and shares of expenses which Mortgagor is obligated to bear are not and will not be subject to change (other than changes which arise pursuant to non-consent provisions of operating agreements described in Exhibit A in connection with operations hereafter proposed), except, and only to the extent that, such changes are reflected in Exhibit A. There is not and will not be any unexpired financing statement covering any part of the Property on file in any public office naming any party other than Holder as secured party and other than Permitted Liens (as defined in the Security Agreement) allowed under the Security Agreement.
Title and Permitted Encumbrances. Each Obligor holding title to a Collateral Property shall maintain, lawful, good, and marketable title to such Collateral Property, and every part thereof, and the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for Permitted Liens. Each Obligor holding title to a Collateral Property, and its successors and assigns, shall warrant generally and forever defend title to such Collateral Property, subject as aforesaid, to Administrative Agent for the benefit of Lenders and their successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereof. Each Obligor holding title to a Collateral Property shall punctually pay, perform, observe, and keep all covenants, obligations, and conditions in or pursuant to any Permitted Liens, unless the failure to do so is not reasonably likely to result in a Material Property Event.
Title and Permitted Encumbrances. Mortgagor has, and Mortgagor covenants to maintain, good and defensible title to the Property, free and clear of all liens, security interests, and encumbrances except for (i) the contracts, agreements, burdens, encumbrances and other matters set forth in the descriptions of certain of the Mortgaged Properties on Exhibit A hereto, (ii) the liens and security interests evidenced by this Mortgage, (iii) statutory liens for taxes which are not yet delinquent, (iv) liens under operating agreements, pooling orders and unitization agreements, and mechanics' and materialmen's liens, with respect to obligations which are not more than 90 days past due, and (v) other liens and security interests (if any) in favor of
Title and Permitted Encumbrances. Mortgagor has, in Mortgagor’s own right, and Mortgagor covenants to maintain, lawful, good and marketable title to the Property, is lawfully seized and possessed of the Property and every part thereof, and has the right to convey the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the matters, if any, shown as exceptions in the lender’s policy of title insurance insuring the lien of this Mortgage, which are Permitted Encumbrances only to the extent the same are valid and subsisting and affect the Property, (ii) the liens and security interests evidenced or granted by this Mortgage, (iii) minor imperfections of title that do not detract from the value or impair the use of the Property, (iv) liens for taxes not yet due or for taxes that the Company is contesting in good faith through appropriate proceedings, and the lien for any assessments not yet due under any school, improvement or special district bonds issued by any governmental authority where the proceeds are used to finance public improvements and/or services; (v) covenants, conditions and restrictions of general applicability to the use and occupancy of the Property and other contiguous properties that evidence a common plan of development; (vi) utility, storm drainage, access, landscaping, and other non-exclusive easements for use of portions of a Property that do not detract from the value or impair the use of the Property; (vii) mineral, water or patent rights reserved or granted by a predecessor in interest to the United States of America or any successor in interest; (viii) any Permitted Ohio Financing Facility Liens (as defined in the Credit Agreement); (ix) easements, including exclusive easements and access easements, granted to the State of Ohio or any governmental agency thereof or utility for the purpose of building, operating and maintaining an electrical substation and related equipment and electrical wires (collectively, the “Duke Energy Easements”); and (x) liens permitted by Section 7.01(d), (f), (h), (i), (l), (n), and (o) of the Credit Agreement (the matters described in the foregoing clauses (i) through (x) being herein called the “Permitted Encumbrances”). Mortgagor, and Mortgagor’s successors and assigns, will warrant generally and forever defend title to the Property, subject as aforesaid, to Mortgagee and its successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same...
