Common use of Title Defect Clause in Contracts

Title Defect. The term “Title Defect,” as used in this Agreement, means any encumbrance, encroachment, irregularity, defect in or objection to Seller’s ownership of any Asset (excluding Permitted Encumbrances) that causes Seller not to have Defensible Title to that Asset. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as a Title Defect: (a) defects or irregularities arising out of lack of corporate authorization or a variation in corporate name, unless Buyer provides affirmative evidence that such corporate action or variation was not authorized and results in another Person’s superior claim of title to the relevant Asset; (b) defects or irregularities that have been cured or remedied by the passage of time, including applicable statues of limitation and statutes for prescription or preemption; (c) defects or irregularities in the chain of title consisting of the failure to recite marital status in documents or omissions of heirship proceedings; (d) defects or irregularities in title which for a period of seven (7) years or more have not delayed or prevented Seller (or Seller’s predecessor, if owned by Seller less than seven (7) years) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings or the lack of probate proceedings if the defects or irregularities have been outstanding for seven (7) years or more; or (e) conventional rights or reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rights and any defect or irregularity as would normally be waived by Persons engaged in the oil and gas business when purchasing producing properties.

Title Defect. The term “Title Defect,” as used in this Agreement, means any encumbrance, encroachment, irregularity, defect in or objection to Seller’s ownership of any Asset (excluding Permitted Encumbrances) that causes Seller not to have Defensible Title to that Asset. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as a Title Defect: (a) defects or irregularities arising out of lack of corporate authorization or a variation in corporate name, unless Buyer provides affirmative evidence that such corporate action or variation was not authorized and results in another Person’s superior claim Claim of title to the relevant Asset; (b) defects or irregularities that have been cured or remedied by the passage of time, including applicable statues of limitation and statutes for prescription or preemption; (c) defects or irregularities in the chain of title consisting of the failure to recite marital status in documents or omissions of heirship proceedingsdocuments; (d) defects or irregularities in title to Leases that have been producing for over five (5) years which for a such period of seven five (75) years or more have not delayed or prevented Seller (or and/or Seller’s predecessorpredecessors, if owned by Seller less than seven five (75) years) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings or proceedings, the lack of probate proceedings proceedings, or the omission of heirship proceedings, if the defects or irregularities have been outstanding for seven (7) years a period equal to the statue of limitations applicable to the defect or moreirregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularity; or (ef) conventional rights or of reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rights and any defect or irregularity as would normally be waived by Persons engaged in the oil and gas business when purchasing producing propertiesrights.

Title Defect. The term “Title Defect,” as used in this Agreement, means shall mean: (a) any material encumbrance, encroachment, irregularity, or defect in or objection to Seller’s ownership of any Asset (expressly excluding Permitted Encumbrances) that causes Seller not to have Defensible Title to such Asset; or (b) any default by Seller under a lease, farmout agreement or other contract or agreement that would (i) have a material adverse affect on the operation, value or use of such Asset, (ii) prevent Seller from receiving the proceeds of production attributable to Seller’s interest therein or (iii) result in cancellation of Seller’s interest therein. Notwithstanding any other provision The term “Title Defect,” as used in this Agreement to the contraryAgreement, the following matters shall not constitute, and shall not be asserted as a Title Defectinclude: (a) defects or irregularities arising out of Defects based solely on Buyer’s assertion that Seller’s files lack of corporate authorization or a variation in corporate nameinformation, unless but information not within Seller’s files may, as provided herein, be relied upon by Buyer provides affirmative evidence that such corporate action or variation was not authorized to evaluate and results in another Person’s superior claim of title to constitute the relevant Assetbasis for an alleged Title Defect; (b) defects or irregularities that have been cured or remedied by the passage of time, including applicable statues of limitation and statutes for prescription or preemption; (c) defects or irregularities Defects in the early chain of title consisting of the failure to recite marital status in documents a document or omissions of successors of heirship or estate proceedings, unless Buyer provides a reasonable basis for the assertion that such failure or omission has resulted in a third party’s actual and superior claim of title to the affected Asset; (c) Defects arising out of lack of survey; (d) defects Defects arising out of lack of corporate or irregularities other entity authorization unless Buyer provides a reasonable basis for the assertion that the action was not authorized and that such lack of authorization results in a third party’s actual and superior claim of title which for a period of seven (7) years or more have not delayed or prevented Seller (or Seller’s predecessor, if owned by Seller less than seven (7) years) from receiving its Net Revenue Interest share of to the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or wellaffected Asset; (e) defects Defects that are defensible by possession under applicable statutes of limitations for adverse possession or irregularities resulting from for prescription; (f) title requirements customarily considered as advisory or related to probate proceedings or the lack which are customarily waived as a matter of probate proceedings prudent business judgment, if the defects or irregularities have been outstanding for seven (7) years or more; or (e) conventional rights or reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders net cumulative effect of such rights and burdens does not operate to render Seller’s title in any defect or irregularity as would normally be waived by Persons engaged in the oil and gas business when purchasing producing propertiesAsset less than Defensible Title.

Title Defect. The term “Title Defect,” as used in this Agreement, means any encumbrance, encroachment, irregularity, defect in or objection to Seller’s ownership of any Asset (excluding Permitted Encumbrances) that causes Seller not to have Defensible Title to that Asset. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as a Title Defect: (a) defects or irregularities arising out of lack of corporate authorization or a variation in corporate name, unless Buyer provides affirmative evidence that such corporate action or variation was not authorized and results in another Person’s superior claim of title to the relevant Asset; (b) defects or irregularities that have been cured or remedied by the passage of time, including applicable statues statutes of limitation and statutes for prescription or preemption; (c) defects or irregularities in the chain of title consisting of the failure to recite marital status in documents or omissions of heirship proceedings; (d) defects or irregularities in title which for a period of seven (7) years or more have not delayed or prevented Seller (or Seller’s predecessor, if owned by Seller less than seven (7) yearspredecessors) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings or the lack of probate proceedings if the defects or irregularities have been outstanding for seven five (75) years or more; or (ef) conventional rights or reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rights and any defect or irregularity as would normally be waived by Persons engaged in the oil and gas business when purchasing producing properties.

Title Defect. The term “Title Defect,” as used in this Agreementmeans, means with respect to a Lease, any lien, encumbrance, encroachmentadverse claim, irregularitydefault, expiration, failure, defect in or objection to record title (other than Permitted Encumbrances), that alone or in combination with other defects or matters renders Seller’s ownership of any Asset (excluding Permitted Encumbrances) that causes Seller not title to have the Lease less than Defensible Title to that AssetTitle. Notwithstanding any other provision in this Agreement to the contraryforegoing, the following matters a Title Defect shall not constituteinclude (i) defects in the early chain of title consisting of failure to recite marital status or the omission of succession or heirship proceedings, and shall not be asserted as a Title Defect: (aii) defects or irregularities arising out of lack of corporate authorization or a variation in corporate nameprior oil and gas leases which, unless Buyer provides affirmative evidence that such corporate action or variation was not authorized and results in another Person’s superior claim of title on their face, expired more than ten (10) years prior to the relevant Asset; Initial Closing, and which have not been released of record, (biii) defects or irregularities that have been cured or remedied by arising out of the passage lack of timea survey, including applicable statues of limitation and statutes for prescription or preemption; (civ) defects or irregularities in the chain of title consisting arising out of the failure lack of recorded powers of attorney from corporations to recite marital status in execute and deliver documents or omissions of heirship proceedings; on their behalf, (dv) defects or irregularities cured by possession under applicable statutes of limitation, (vi) proof of representative capacity on behalf of a corporation, partnership, limited liability company or trust, unless it is clear from other documentation that a signatory party has not signed a document in title which for a period of seven the proper representative capacity, (7vii) years or more have not delayed or prevented Seller (or Seller’s predecessor, if owned by Seller less than seven (7) years) from receiving its Net Revenue Interest share consents to assign any of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings or the lack of probate proceedings Leases if the defects failure to obtain such consent (A) does not render the Lease subject to such consent void or irregularities have been outstanding for seven voidable, (7B) years does not render the assignment of the Lease subject to such consent void, invalid or more; unenforceable, (C) requires a payment of a fee, or (eD) conventional rights has been denied in writing by the holder of such consent, (viii) outstanding deeds of trust and mortgage liens burdening the interests of any lessor under any of the Leases, unless there is evidence that that the mortgagee or reassignment normally actuated by an intent lien holder has asserted a default under any such deed of trust or mortgage and has or intends to abandon or release a Lease exercise foreclosure proceedings, and requiring (ix) any Title Defect for which written notice is not provided to Seller prior to the holders expiration of such rights and any defect or irregularity as would normally be waived by Persons engaged in the oil and gas business when purchasing producing propertiesDefect Notice Date.

Title Defect. The term “Title Defect,” as used in this Agreement, means any encumbrance, encroachment, irregularity, defect in or objection to Seller’s ownership of any Asset (excluding Permitted Encumbrances) that causes Seller not to have Defensible Title to that Asset. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as a Title Defect: (a) defects or irregularities arising out of lack of corporate authorization or a variation in corporate name, unless Buyer provides affirmative evidence that such corporate action or variation was not authorized and results in another Person’s superior claim of title to the relevant Asset; (b) defects or irregularities that have been cured or remedied by the passage of time, including applicable statues of limitation and statutes for prescription or preemption; (c) defects or irregularities in the chain of title consisting of the failure to recite marital status in documents or omissions of heirship proceedings; (dc) defects or irregularities in title which for a period of seven (7) years or more have not delayed or prevented Seller (or Seller’s predecessor, if owned by Seller less than seven (7) yearspredecessors) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or well; (ed) defects or irregularities resulting from or related to probate proceedings or the lack of probate proceedings if the defects or irregularities have been outstanding for seven twenty (720) years or more; or (e) conventional rights or reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rights and any defect or irregularity as would normally be waived by Persons engaged in the oil and gas business when purchasing producing properties.

Title Defect. The term “Title Defect,” as used in this Agreement, means any lien, encumbrance, encroachment, irregularityclaim, defect in or objection to Seller’s ownership of any Asset (real property title, excluding Permitted Encumbrances) , that causes Seller not renders the Seller’s title to have any C/N Tract less than Defensible Title to Title, provided however, that Asset. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as a considered Title DefectDefects: (ai) defects based on a gap in Seller’s chain of title in the applicable county records, unless such gap is affirmatively shown to exist in such records by an abstract of title, title opinion or irregularities xxxxxxx’x title chain provided to Seller in connection with the respective Title Defect Notice; (ii) defects arising out of lack of corporate or other entity authorization or variance in entity name; (iii) defects arising out of lack of a variation survey, unless a survey is expressly required by applicable Laws; (iv) defects that are defensible by possession under applicable Laws of limitations, adverse possession or prescription; (v) defects resulting from the failure to record releases of liens, production payments, mortgages or deeds of trust that have expired by their own terms or the enforcement of which are barred by applicable statutes of limitation; (vi) defects that affect only which party has the right to receive royalty payments (rather than the amount or the proper payment of such royalty payment); (vii) defects in corporate namethe chain of title based upon (1) the lack of formal or informal probate proceedings, heirship proceedings, or similar proceedings, (2) the failure to recite marital status in any instrument, or to secure execution of any instrument by the owner of a dower or homestead interest, or (3) the use of an affidavit of heirship or similar instrument of record to provide evidence of the death of an individual in the chain of title and their heirs or successors in interest, in each case, unless Buyer provides affirmative evidence that such corporate action or variation was not authorized and defect results in another Personparty’s superior claim of title to the relevant AssetC/N Tract; (bviii) defects or irregularities that have been cured or remedied by the passage based solely on lack of time, including applicable statues of limitation and statutes for prescription or preemptioninformation in Seller’s files; (cix) defects or irregularities arising from any prior oil and gas lease relating to the Lands not being released of record, unless Buyer provides affirmative evidence that such prior oil and gas lease is still in the chain effect and results in another party’s superior claim of title consisting of to the failure to recite marital status in documents or omissions of heirship proceedingsrelevant C/N Tract; (dx) defects arising out of a change in drilling or irregularities spacing units, tract allocation or other changes in title which for a period of seven (7) years pool or more have not delayed or prevented Seller (or Seller’s predecessor, if owned by Seller less than seven (7) years) from receiving its Net Revenue Interest share of unit participation occurring after the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or wellExecution Date; (exi) defects or irregularities resulting from or related to probate proceedings or the lack of probate proceedings if the defects or irregularities have been outstanding for seven (7) years or more; or (e) conventional rights or reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rights and any defect or irregularity as would normally be waived by Persons engaged commonly encountered in the oil and gas business when purchasing producing propertiesindustry in the geographic area in which the Assets are located that would not be considered material by a reasonably prudent operator of oil and gas xxxxx in such area with knowledge of all the facts known to the Parties and appreciation of their legal significance, (x) defects that affect only those depths or formations other than the C/N Formations, and (xi) defects affecting any Asset that does not have an Allocated Value.

Title Defect. The term “Title Defect,” as used in this Agreement, means any lien, encumbrance, encroachment, irregularityclaim, defect in or objection to Seller’s ownership of any Asset (real property title, excluding Permitted Encumbrances) , that causes Seller not renders the Seller’s title to have any Well less than Defensible Title to Title, provided however, that Asset. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as a considered Title DefectDefects: (ai) defects based on a gap in Seller’s chain of title in the applicable county records, unless such gap is affirmatively shown to exist in such records by an abstract of title, title opinion or irregularities lxxxxxx’x title chain provided to Seller in connection with the respective Title Defect Notice; (ii) defects arising out of lack of corporate or other entity authorization or variance in entity name; (iii) defects arising out of lack of a variation survey, unless a survey is expressly required by applicable Laws; (iv) defects that are defensible by possession under applicable Laws of limitations, adverse possession or prescription; (v) defects resulting from the failure to record releases of liens, production payments, mortgages or deeds of trust that have expired by their own terms or the enforcement of which are barred by applicable statutes of limitation; (vi) defects that affect only which party has the right to receive royalty payments (rather than the amount or the proper payment of such royalty payment); (vii) defects in corporate namethe chain of title based upon (1) the lack of formal or informal probate proceedings, heirship proceedings, or similar proceedings, (2) the failure to recite marital status in any instrument, or to secure execution of any instrument by the owner of a dower or homestead interest, or (3) the use of an affidavit of heirship or similar instrument of record to provide evidence of the death of an individual in the chain of title and their heirs or successors in interest, in each case, unless Buyer provides affirmative evidence that such corporate action or variation was defect results in another party’s superior claim of title; (viii) defects based solely on lack of information in Seller’s files; (ix) defects arising from any prior oil and gas lease relating to the Lands not authorized being released of record, unless Buyer provides affirmative evidence that such prior oil and gas lease is still in effect and results in another Personparty’s superior claim of title to the relevant Assettitle; (bx) defects arising out of a change in drilling or irregularities that have been cured spacing units, tract allocation or remedied by other changes in pool or unit participation occurring after the passage of time, including applicable statues of limitation and statutes for prescription or preemption; (c) defects or irregularities in the chain of title consisting of the failure to recite marital status in documents or omissions of heirship proceedings; (d) defects or irregularities in title which for a period of seven (7) years or more have not delayed or prevented Seller (or Seller’s predecessor, if owned by Seller less than seven (7) years) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings or the lack of probate proceedings if the defects or irregularities have been outstanding for seven (7) years or moreExecution Date; or (exi) conventional rights or reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rights and any defect or irregularity as would normally be waived by Persons engaged defects commonly encountered in the oil and gas business when purchasing producing propertiesindustry in the geographic area in which the Assets are located that would not be considered material by a reasonably prudent operator of oil and gas wxxxx in such area with knowledge of all the facts known to the Parties and appreciation of their legal significance.

Title Defect. The term “Title Defect,” as used in this Agreement, means any encumbrance, encroachment, irregularity, defect in or objection to Seller’s ownership of any Asset (excluding Permitted Encumbrances) that causes Seller not to have Defensible Title to that Asset. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as a Title Defect: (a) defects or irregularities arising out of lack of corporate authorization or a variation in corporate name, unless Buyer Xxxxx provides affirmative evidence that such corporate action or variation was not authorized and results in another Person’s superior claim Claim of title to the relevant Asset; (b) defects or irregularities that have been cured or remedied by the passage of time, including applicable statues of limitation and statutes for prescription or preemption; (c) defects or irregularities in the chain of title consisting of the failure to recite marital status in documents or omissions of heirship proceedingsdocuments; (d) defects or irregularities in title to Leases that have been producing for over five (5) years which for a such period of seven five (75) years or more have not delayed or prevented Seller (or and/or Seller’s predecessorpredecessors, if owned by Seller less than seven five (75) years) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings or proceedings, the lack of probate proceedings proceedings, or the omission of heirship proceedings, if the defects or irregularities have been outstanding for seven (7) years a period equal to the statue of limitations applicable to the defect or moreirregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularity; or (ef) conventional rights or of reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rights and any defect or irregularity as would normally be waived by Persons engaged in the oil and gas business when purchasing producing propertiesrights.

Title Defect. The term “Title Defect,” as used in this Agreement, means any encumbrance, encroachment, irregularity, defect in or objection to Sellerthe Company’s or RNR’s ownership of any Asset (excluding Permitted Encumbrances) that causes Seller the Company or RNR not to have Defensible Title to that Asset. In evaluating whether a matter constitutes a Title Defect, due consideration shall be given to whether such matter is of the type expected to be encountered in the area involved as determined by reasonable and prudent operators and is customarily acceptable to reasonable and prudent operators in such area. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as a Title Defect: (a) defects or irregularities arising out of lack of corporate authorization or a variation in corporate name, unless Buyer provides affirmative evidence that such corporate action or variation was not authorized and results in another Person’s superior claim of title to the relevant Asset; (b) defects or irregularities that have been cured or remedied by possession under the passage of time, including applicable statues statutes of limitation and statutes for prescription or preemption; (c) defects or irregularities in the early chain of title consisting of the failure to recite marital status in documents or omissions of heirship proceedings, unless Buyer provides affirmative evidence that such failure or omission results in another Person’s superior claim of title to the relevant Asset; (d) defects or irregularities in title which for a period of seven (7) years or more have not delayed or prevented Seller (or Seller’s predecessor, if owned by Seller less than seven (7) years) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings or the lack of probate proceedings if the defects or irregularities have been outstanding for seven five (75) years or more; or (ef) to the extent not exercised as of the Execution Date or the Closing Date, conventional rights or reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rights and any defect or irregularity as would normally be waived by Persons engaged in the oil and gas business when purchasing producing properties.

Title Defect. The term “Title Defect,” as used in this Agreement, means any encumbrance, encroachment, irregularity, defect in or objection to Seller’s 's ownership of any Asset (excluding Permitted Encumbrances) that causes Seller not to have Defensible Title to that Asset. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as a Title DefectDefect or a breach of Seller's special warranty of title in the Assignment: (a) defects or irregularities arising out of a lack of corporate authorization evidence of, or other defects with respect to, authorization, execution, delivery or acknowledgment of documents, or a variation in corporate name, unless Buyer provides affirmative evidence that such corporate action or variation was not authorized and matter results in another Person’s 's superior claim of title to the relevant Asset; (b) defects or irregularities that have been cured or remedied by the passage of time, including applicable statues statutes of limitation and statutes for prescription or preemption; (c) defects or irregularities in the chain of title consisting of the failure to recite marital status in documents or omissions of heirship proceedings, unless Buyer provides reasonable evidence that such failure has resulted in another Person's superior claim of title; (d) defects or irregularities in title which for a period of seven (7) years or more have not delayed or prevented Seller (or Seller’s 's predecessor, if owned by Seller less than seven (7) years) from receiving its Seller's Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Seller's Working Interest share from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings or the lack of probate proceedings if the defects or irregularities have been outstanding for seven (7) years or more, unless Buyer provides reasonable evidence that such failure has resulted in another Person's superior claim of title; or (ef) conventional rights or reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rights rights; (g) lack of a survey, unless a survey is required by Law; (h) any failure of the records of any Person to reflect sufficient production or operations to maintain a Lease in force and effect prior to 2006 absent reasonable evidence that such failure has caused such Lease to terminate or would result in a termination of such Lease pending only action by the lessor under such Lease; (i) matters based solely on assertions that Seller's (or the applicable operator's) files lack information (including title opinions); (j) failure of the records of any Governmental Authority (including the United States Bureau of Land Management) to reflect Seller as the owner of an interest in a Lease, provided that the instruments evidencing a chain of title of such interest to Seller are recorded in the real property records of the applicable county; (k) failure to record Leases issued by the United States Bureau of Land Management, the State of New Mexico or any other Governmental Authority in the real property records of the county in which such Leases are located; provided that (i) such Leases are recorded with the United States Bureau of Land Management, the State of New Mexico or such other Governmental Authority, as applicable, and (ii) the instruments evidencing the chain of title to Seller with respect to such Leases are recorded in the real property, conveyance, or other records of the applicable county; (l) unreleased instruments executed prior to the year 2002 (including prior oil, gas and/or mineral leases and mortgages) absent reasonable evidence that such instruments continue in force and effect and constitute a superior claim of title to or valid lien on an Asset; (m) calls on oil and/or gas production under existing Contracts, provided that the holder of such right must pay an indexed-based price for any production purchased by virtue of such call on production; or (n) any defect or irregularity as would normally be waived by Persons engaged in the oil and gas business when purchasing producing properties.

Title Defect. The term “Title Defect,” as used in this Agreement, means any encumbrance, encroachment, irregularity, defect in or objection to Seller’s ownership of any Asset (excluding Permitted Encumbrances) that causes Seller not to have Defensible Title to that Asset. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as a Title Defect: (a) defects or irregularities arising out of lack of corporate authorization or a variation in corporate name, unless Buyer provides affirmative evidence that such corporate action or variation was not authorized and results in another Person’s superior claim of title to the relevant Asset; provided, however, notwithstanding anything herein to the contrary, to the extent such a defect or irregularity arises, Seller shall use reasonable efforts to help Buyer cure such defect or irregularity; (b) defects or irregularities that have been cured or remedied by the passage of time, including applicable statues statutes of limitation and statutes for prescription or preemption; (c) defects or irregularities in the chain of title consisting of the failure to recite marital status in documents or omissions of heirship proceedings; (d) defects or irregularities in title which for a period of seven (7) years or more have not delayed or prevented Seller (or Seller’s predecessor, if owned by Seller less than seven (7) years) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings or the lack of probate proceedings if the defects or irregularities have been outstanding for seven five (75) years or more; or (e) conventional rights or reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rights and any defect or irregularity as would normally be waived by Persons engaged in the oil and gas business when purchasing producing properties.

Title Defect. The term “Title Defect,” as used in this Agreement, means shall mean: (a) any encumbrance, encroachment, irregularity, or defect in or objection to Seller’s ownership of any Asset (expressly excluding Permitted Encumbrances) that causes Seller not to have Defensible Title to such Asset; or (b) any default by Seller under a lease, farmout agreement or other contract or agreement that would (i) have a material adverse affect on the operation, value or use of such Asset, (ii) prevent Seller from receiving the proceeds of production attributable to Seller’s interest therein or (iii) result in cancellation of Seller’s interest therein. Notwithstanding any other provision The term “Title Defect,” as used in this Agreement to the contraryAgreement, the following matters shall not constitute, and shall not be asserted as a Title Defectinclude: (a) defects or irregularities arising out of Defects based solely on Buyer’s assertion that Seller’s files lack of corporate authorization or a variation in corporate nameinformation, unless but information not within Seller’s files may, as provided herein, be relied upon by Buyer provides affirmative evidence that such corporate action or variation was not authorized to evaluate and results in another Person’s superior claim of title to constitute the relevant Assetbasis for an alleged Title Defect; (b) defects or irregularities that have been cured or remedied by the passage of time, including applicable statues of limitation and statutes for prescription or preemption; (c) defects or irregularities Defects in the early chain of title consisting of the failure to recite marital status in documents a document or omissions of successors of heirship or estate proceedings, unless Buyer provides a reasonable basis for the assertion that such failure or omission has resulted in a third party’s actual and superior claim of title to the affected Asset; (c) Defects arising out of lack of survey; (d) defects Defects arising out of lack of corporate or irregularities other entity authorization unless Buyer provides a reasonable basis for the assertion that the action was not authorized and that such lack of authorization results in a third party’s actual and superior claim of title which for a period of seven (7) years or more have not delayed or prevented Seller (or Seller’s predecessor, if owned by Seller less than seven (7) years) from receiving its Net Revenue Interest share of to the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or wellaffected Asset; (e) defects Defects that are defensible by possession under applicable statutes of limitations for adverse possession or irregularities resulting from for prescription; (f) title requirements customarily considered as advisory or related to probate proceedings or the lack which are customarily waived as a matter of probate proceedings if the defects or irregularities have been outstanding for seven (7) years or more; or (e) conventional rights or reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rights and any defect or irregularity as would normally be waived by Persons engaged in the oil and gas prudent business when purchasing producing propertiesjudgment.