Title Defect definition

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:

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Title Defect has the meaning set forth in Section 7.1.

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.

Examples of Title Defect in a sentence

• Seller shall be deemed to elect not to cure any such Title Defect for which Seller has not delivered written notice to Purchaser of the election to cure by the date that is thirty (30) days after Seller’s receipt of the applicable Title Defect Notice.

• As a condition to asserting a valid claim for breach of the Special Warranty of Title, no later than the date that is fourteen (14) months after the Closing Date, Purchaser may furnish Seller a Title Defect Notice that materially satisfies the requirements of Section 12.7(a) setting forth any matters that Purchaser asserts as a breach of the Special Warranty of Title.

• The Special Warranty of Title shall be subject to the provisions set forth in this Article 12, mutatis mutandis, excluding, however the Defect Claim Date, the Title Defect Threshold and the Title Defect Deductible.

• Purchaser shall be deemed to have waived all breaches of the Special Warranty of Title for which Seller have not received on or before 5:00 p.m. Central Time on the date that is fourteen (14) months after the Closing Date a Title Defect Notice that satisfies the requirements set forth in Section 12.7(a).

• Recovery on the Special Warranty of Title shall be equal to the applicable Title Defect Amount as calculated in accordance with the terms of this Agreement, mutatis mutandis, but shall not take into account the Title Defect Threshold or the Title Defect Deductible.

More Definitions of Title Defect

Title Defect as used herein shall mean any encumbrance, encroachment, irregularity, defect in or objection to Seller’s title to the Interests (excluding Permitted Encumbrances), that alone or in combination with other defects renders Seller’s title to the Interests or part thereof less than Defensible Title.

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 has the meaning ascribed to such term in Section 6.3(a).

Title Defect as defined in Section 4.03.

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.

Title Defect shall be as defined in Section 6.3.