Title Defect definition
Title Defect means any Lien, obligation (including contract obligation), defect, or other matter (including a discrepancy in Net Revenue Interest or Working Interest) that causes Seller not to have Defensible Title in and to the Leases, the ▇▇▇▇▇ or the Units. Notwithstanding the foregoing, the following shall not be considered “Title Defects:”
Title Defect has the meaning set forth in Section 7.1.
Title Defect as used herein shall mean any encumbrance, encroachment, irregularity, defect in or objection to Seller’s title to the Assets (excluding Permitted Encumbrances) which would result in Seller not having Defensible Title.
Examples of Title Defect in a sentence
Seller may elect to continue attempting to cure such Title Defect until the Final Settlement Date.
None of the events or conditions set forth in this Section 5.7.3 will be considered a Casualty Loss or Title Defect with respect to the Property, nor will they be cause for any other reduction in the Purchase Price, or give rise to any right to terminate this Agreement.
As of the Execution Date, Buyer has no knowledge of any Title Defect, Adverse Environmental Condition or any other fact or circumstance that would result in the breach of any representation, warranty or covenant of Seller hereunder.
For the avoidance of doubt, the Title Defect Threshold shall be applied on a Title Defect by Title Defect basis, and in no event shall any similar Title Defects be aggregated, each of which shall be a separate individual Title Defect.
Notwithstanding anything herein to the contrary, the warranties and representations of Seller in this ARTICLE 3 do not extend to any matter that could be considered to be a Title Defect under this Agreement.
More Definitions of Title Defect
Title Defect means with respect to a Lease any lien, encumbrance, adverse claim, default, expiration, failure, defect in or objection to real property title, other than Permitted Encumbrances, that alone or in combination with other defects renders Sellers’ title to the Lease less than Defensible Title.
Title Defect means any lien, charge, Encumbrance, defect, or other matter that causes Seller not to have Defensible Title in and to the Assets as of the Effective Time; provided that the following shall not be considered Title Defects:
Title Defect means any exception in the Title Insurance Commitment or any matter disclosed by the Survey, other than a Permitted Exception.
Title Defect shall have the meaning given that term in Section 4.05.
Title Defect means any matter, other than a Permitted Encumbrance, which, as of the Effective Time, causes Seller to have less than Defensible Title; provided, however, that the following shall not constitute Title Defects: (1) defects based solely on the absence of a document from Seller’s files if such document is recorded in the real property records in the county in which the affected Property is located, (2) defects arising out of lack of corporate or other entity authorization or defects in the execution, delivery, acknowledgment, or approval of any instrument, unless Buyer provides affirmative evidence that the instrument was not authorized, validly executed or delivered, (3) 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 affirmative evidence that such circumstance could reasonably be expected to result in another Person’s superior claim of title, (4) defects arising from any change in applicable Law after the Effective Time, (5) defects that have been cured by applicable Laws of limitation or prescription, including adverse possession and the doctrine of laches, (6) defects arising from prior oil and gas leases relating to the Leases that are not surrendered of record, unless Buyer provides affirmative evidence that any such Lease is still valid, (7) with respect to any Subject Oil and Gas Interest on which is located a Well that has been producing and in a “pay” status (other than interruptions in the ordinary course of business arising from the transfer in ownership thereof) since January 1, 2003, defects based on alleged gaps in production from such Well that occurred prior to January 1, 2003, unless Buyer provides affirmative evidence that the lessor under the applicable Lease has made a written claim that such Lease is no longer valid, and (8) defects arising solely out of a lack of survey, unless a survey is expressly required by applicable law.
Title Defect has the meaning ascribed to such term in Section 6.3(a).
Title Defect as used in this Agreement, shall mean: (a) any encumbrance, encroachment, irregularity, 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.