Common use of Title Defect Clause in Contracts

Title Defect. As used in this Agreement, the term “Title Defect” means any lien, charge, encumbrance, obligation (including contract obligation), defect, or other matter (including without limitation a discrepancy in Net Revenue Interest or Working Interest) that causes a breach of Seller’s representation in Section 4.1(a). Notwithstanding the foregoing, the following shall not be considered Title Defects: (1) defects based solely on lack of information in connection with documents filed of record not contained in Seller’s files; (2) defects in the chain of title consisting of the mere failure to recite marital status in a document or omissions of successions of heirship or estate proceedings, unless Buyer provides clear and convincing evidence that such failure or omission has resulted in another person’s actual and superior claim of title to the relevant Asset; (3) defects arising out of lack of survey, unless a survey is expressly required by applicable laws or regulations; (4) defects asserting a change in Working Interest or Net Revenue Interest based on a change in drilling and spacing units, tract allocation or other changes in pool or unit participation occurring after the Effective Time by a party other than the Seller; (5) defects arising out of lack of corporate or other entity authorization unless Buyer provides affirmative evidence that such corporate or other entity action was not authorized and results in another person’s actual and superior claim of title to the relevant Asset; (6) defects based on failure to record Leases issued by the BLM, MMS or any state, or any assignments of record title or operating rights in such Leases, in the real property, conveyance or other records of the county or parish in which such Lease is located; (7) defects based on the fact that certain Assets are owned by PGR Partners, LLC (“PGR Partners”) rather than Seller, it being expressly provided that the ownership of such Assets by PGR Partners will be subject to the same terms and conditions concerning Title Defects that are applicable to Seller; and (8) defects that have been cured by applicable laws of limitations, prescription or otherwise.

Title Defect. As used in this Agreement, the term “Title Defect” means any lien, charge, encumbrance, obligation (including contract obligation)claim, defectdefect in or objection to real property title, or other matter (including without limitation a discrepancy in Net Revenue Interest or Working Interest) excluding Permitted Encumbrances, that causes a breach of renders the Seller’s representation in Section 4.1(a). Notwithstanding the foregoingtitle to any C/N Tract less than Defensible Title, provided however, that the following shall not be considered Title Defects: : (1i) defects based solely on lack a gap in Seller’s chain of information 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 ▇▇▇▇▇▇▇’▇ title chain provided to Seller in connection with documents filed of record not contained in Seller’s files; the respective Title Defect Notice; (2) defects in the chain of title consisting of the mere failure to recite marital status in a document or omissions of successions of heirship or estate proceedings, unless Buyer provides clear and convincing evidence that such failure or omission has resulted in another person’s actual and superior claim of title to the relevant Asset; (3ii) defects arising out of lack of corporate or other entity authorization or variance in entity name; (iii) defects arising out of lack of a survey, unless a survey is expressly required by applicable laws or regulations; Laws; (4iv) defects asserting 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 the 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 change 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 Working Interest the chain of title and their heirs or Net Revenue Interest successors in interest, in each case, unless Buyer provides affirmative evidence that such defect results in another party’s superior claim of title to the relevant C/N Tract; (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 being released of record, unless Buyer provides affirmative evidence that such prior oil and gas lease is still in effect and results in another party’s superior claim of title to the relevant C/N Tract; (x) defects arising out of a change in drilling and or spacing units, tract allocation or other changes in pool or unit participation occurring after the Effective Time Execution Date; (xi) defects commonly encountered in the oil and gas industry in the geographic area in which the Assets are located that would not be considered material by a party reasonably prudent operator of oil and gas ▇▇▇▇▇ 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 Seller; C/N Formations, and (5xi) defects arising out of lack of corporate or other entity authorization unless Buyer provides affirmative evidence affecting any Asset that such corporate or other entity action was does not authorized and results in another person’s actual and superior claim of title to the relevant Asset; (6) defects based on failure to record Leases issued by the BLM, MMS or any state, or any assignments of record title or operating rights in such Leases, in the real property, conveyance or other records of the county or parish in which such Lease is located; (7) defects based on the fact that certain Assets are owned by PGR Partners, LLC (“PGR Partners”) rather than Seller, it being expressly provided that the ownership of such Assets by PGR Partners will be subject to the same terms and conditions concerning Title Defects that are applicable to Seller; and (8) defects that have been cured by applicable laws of limitations, prescription or otherwisean Allocated Value.

Title Defect. As used in this Agreement, the The term “Title Defect” means means, with respect to a Lease, any lien, charge, encumbrance, obligation adverse claim, default, expiration, failure, defect in or objection to record title (including contract obligationother than Permitted Encumbrances), defect, that alone or in combination with other matter (including without limitation a discrepancy in Net Revenue Interest defects or Working Interest) that causes a breach of matters renders Seller’s representation in Section 4.1(a)title to the Lease less than Defensible Title. Notwithstanding the foregoing, the following a Title Defect shall not be considered Title Defects: include (1) defects based solely on lack of information in connection with documents filed of record not contained in Seller’s files; (2i) defects in the early chain of title consisting of the mere failure to recite marital status in a document or omissions the omission of successions of succession or heirship or estate proceedings, unless Buyer provides clear and convincing evidence that such failure or omission has resulted in another person’s actual and superior claim of title to the relevant Asset; (3ii) defects or irregularities arising out of lack prior oil and gas leases which, on their face, expired more than ten (10) years prior to the Initial Closing, and which have not been released of surveyrecord, unless a survey is expressly required by applicable laws or regulations; (4iii) defects asserting a change in Working Interest or Net Revenue Interest based on a change in drilling and spacing units, tract allocation or other changes in pool or unit participation occurring after the Effective Time by a party other than the Seller; (5) defects irregularities arising out of the lack of corporate a survey, (iv) defects or irregularities arising out of the lack of recorded powers of attorney from corporations to execute and deliver documents on their behalf, (v) 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 entity authorization documentation that a signatory party has not signed a document in the proper representative capacity, (vii) consents to assign any of the Leases if the failure to obtain such consent (A) does not render the Lease subject to such consent void or voidable, (B) does not render the assignment of the Lease subject to such consent void, invalid or unenforceable, (C) requires a payment of a fee, or (D) 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 Buyer provides affirmative there is evidence that that the mortgagee or lien holder has asserted a default under any such corporate deed of trust or other entity action was mortgage and has or intends to exercise foreclosure proceedings, and (ix) any Title Defect for which written notice is not authorized and results in another person’s actual and superior claim of title provided to Seller prior to the relevant Asset; (6) defects based on failure to record Leases issued by the BLM, MMS or any state, or any assignments of record title or operating rights in such Leases, in the real property, conveyance or other records expiration of the county or parish in which such Lease is located; (7) defects based on the fact that certain Assets are owned by PGR Partners, LLC (“PGR Partners”) rather than Seller, it being expressly provided that the ownership of such Assets by PGR Partners will be subject to the same terms and conditions concerning Title Defects that are applicable to Seller; and (8) defects that have been cured by applicable laws of limitations, prescription or otherwiseDefect Notice Date.

Title Defect. As used in this Agreement, the term “Title Defect” means any lien, charge, encumbrance, obligation (including contract obligation), defect, or other matter (including without limitation a material discrepancy in Net Revenue the net leasehold acreage) that, alone or in combination with other Title Defects, causes Purchaser not to have Defensible Title in and to the Units, ▇▇▇▇▇, or Leasehold Interest or Working Interest) that causes a breach of Seller’s representation shown in Section 4.1(a). Exhibits A and B. Notwithstanding the foregoing, the following shall not be considered Title Defects: (1) . defects based solely on (i) lack of information in connection with documents filed of record the Seller’s files, or (ii) references to a document(s) if such document(s) is not contained in Seller’s files; (2) . defects in the chain of title consisting of the mere failure prior to recite marital status in a document or omissions of successions of heirship or estate proceedingsJanuary 1, unless Buyer provides clear and convincing evidence that such failure or omission has resulted in another person’s actual and superior claim of title to the relevant Asset1950; (3) defects arising out of lack of survey, unless a survey is expressly required by applicable laws or regulations; (4) defects asserting a change in Working Interest or Net Revenue Interest based on a change in drilling and spacing units, tract allocation or other changes in pool or unit participation occurring after the Effective Time by a party other than the Seller; (5) . defects arising out of lack of corporate or other entity authorization unless Buyer Purchaser provides affirmative evidence that such corporate or other entity the action was not authorized and results in another personparty’s actual and superior claim of title to the relevant AssetProperty; (6) 4. defects based on failure to record Leases oil and gas leases issued by the BLM, MMS or any state, or any assignments of record title or operating rights in such Leasesleases, in the real property, conveyance or other records of the county or parish in which such Lease Property is located; (7) 5. defects based on a gap in Seller’s chain of title in the fact that certain Assets are owned county records as to fee oil and gas leases, unless such gap is affirmatively shown to exist in such records by PGR Partnersan abstract of title, LLC (“PGR Partners”) rather than Seller, it being expressly provided that the ownership of such Assets by PGR Partners will title opinion or ▇▇▇▇▇▇▇’▇ title chain which documents shall be subject to the same terms and conditions concerning included in a Title Defects that are applicable to Seller; andDefect Notice; (8) 6. defects that have been cured by applicable laws of limitationslimitations or prescription; 7. any delay in delivering an assignment earned under a farmout, prescription participation or otherwisesimilar agreement unless Purchaser provides affirmative evidence that the farmor or other third party record title holder has refused to deliver such assignment; and 8. defects disclosed to or known by Purchaser and/or its affiliates prior to the execution of this Agreement. Notwithstanding anything in this Agreement to the contrary, the failure of title with regard to any particular lease shall not be deemed a Title Defect, if the Assets include Seller’s interest in one or more protection leases covering all of the same mineral rights as the failed lease that would otherwise constitute a Title Defect.

Title Defect. As used in this Agreement, the term “Title Defect” means any lien, charge, encumbrance, obligation (including contract obligation)claim, defectdefect in or objection to real property title, or other matter (including without limitation a discrepancy in Net Revenue Interest or Working Interest) excluding Permitted Encumbrances, that causes a breach of renders the Seller’s representation in Section 4.1(a). Notwithstanding the foregoingtitle to any Well less than Defensible Title, provided however, that the following shall not be considered Title Defects: : (1i) defects based solely on lack a gap in Seller’s chain of information 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 l▇▇▇▇▇▇’▇ title chain provided to Seller in connection with documents filed of record not contained in Seller’s files; the respective Title Defect Notice; (2) defects in the chain of title consisting of the mere failure to recite marital status in a document or omissions of successions of heirship or estate proceedings, unless Buyer provides clear and convincing evidence that such failure or omission has resulted in another person’s actual and superior claim of title to the relevant Asset; (3ii) defects arising out of lack of corporate or other entity authorization or variance in entity name; (iii) defects arising out of lack of a survey, unless a survey is expressly required by applicable laws or regulations; Laws; (4iv) defects asserting 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 the 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 change 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 Working Interest the chain of title and their heirs or Net Revenue Interest successors in interest, in each case, unless Buyer provides affirmative evidence that such 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 being released of record, unless Buyer provides affirmative evidence that such prior oil and gas lease is still in effect and results in another party’s superior claim of title; (x) defects arising out of a change in drilling and or spacing units, tract allocation or other changes in pool or unit participation occurring after the Effective Time Execution Date; or (xi) defects commonly encountered in the oil and gas industry in the geographic area in which the Assets are located that would not be considered material by a party other than reasonably prudent operator of oil and gas w▇▇▇▇ in such area with knowledge of all the Seller; (5) defects arising out of lack of corporate or other entity authorization unless Buyer provides affirmative evidence that such corporate or other entity action was not authorized and results in another person’s actual and superior claim of title facts known to the relevant Asset; (6) defects based on failure to record Leases issued by the BLM, MMS or any state, or any assignments Parties and appreciation of record title or operating rights in such Leases, in the real property, conveyance or other records of the county or parish in which such Lease is located; (7) defects based on the fact that certain Assets are owned by PGR Partners, LLC (“PGR Partners”) rather than Seller, it being expressly provided that the ownership of such Assets by PGR Partners will be subject to the same terms and conditions concerning Title Defects that are applicable to Seller; and (8) defects that have been cured by applicable laws of limitations, prescription or otherwisetheir legal significance.