Special Warranty of Title. Seller shall warrant and defend the title to the Properties conveyed to Buyer against every person whomsoever lawfully claiming the Properties or any part thereof by, through or under Seller or its Affiliate, but not otherwise.
Special Warranty of Title. (a) [Intentionally Omitted.]
Special Warranty of Title. The documents to be executed and delivered by Seller to Buyer transferring title to the Assets as required hereby, including the Assignment and Xxxx of Sale attached hereto as Exhibit F (the “Assignment”), shall provide for a special warranty of title warranting title by, through and under Seller, but not otherwise, subject to the Permitted Encumbrances and the terms of this Agreement. Buyer’s remedy for breach of Seller’s special warranty of title in the Assignment shall be limited to an amount not exceeding the Allocated Value of the affected Asset, and any Claims for such breach must be asserted within twelve (12) months from the Closing Date. Any such Claims not asserted within such twelve (12) month period shall be deemed to be Assumed Obligations.
Special Warranty of Title. The assignments delivered to Buyer at Closing will contain a special warranty of title from Seller to Buyer warranting title to the Assets against every Person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Seller or its Affiliates, but not otherwise.
Special Warranty of Title. Except for Permitted Encumbrances, the Company Entities will have at the Closing Defensible Title to the real property interests included in the Assets; provided, that such interest is warranted only to the extent of claims that arise by, through, or under a Company Entity.
Special Warranty of Title. The documents to be executed and delivered by Seller to Buyer, transferring title to the Assets as required hereby, including the Assignment and Xxxx of Sale the form of which (subject to modification to meet state recording statute requirements) is attached hereto as Exhibit E (the “Assignment”), shall provide for a special warranty of title, by, through, and under Seller, subject to the Permitted Encumbrances and the terms of this Agreement. The term “Permitted Encumbrances” shall mean any of the following matters to the extent the same are valid and subsisting and affect the Assets:
Special Warranty of Title. The documents to be executed and delivered by Seller to Buyer transferring title to the Assets as required hereby, including the Partial Assignment of Oil and Gas Leases attached hereto as Exhibit C (the “Assignment”), shall provide for a special warranty of title, subject to the Permitted Encumbrances and the terms of this Agreement. The term “Permitted Encumbrances” shall mean any of the following matters to the extent the same are valid and subsisting and affect the Assets:
Special Warranty of Title. Except for Permitted Encumbrances, from and after the Closing, Buyer will have Defensible Title to the real property interests included in the Assets; provided, that such interest is warranted only to the extent of claims that arise by, through or under Seller.
Special Warranty of Title. The transfer of the Assets by Seller to Buyer shall be accomplished with five (5) Assignments and Bills of Sale (each an “Assignment”): the Assignment conveying an undivided 18% of Seller’s interest in Piceance Basin Assets that is effective as of the Effective Time shall be in the form of Exhibit D-1; the Assignment covering the Wind River Assets effective as of the Effective Time shall be in the form of Exhibit D-2; the Assignment covering the Powder River Assets effective as of the Effective Time shall be in the form of Exhibit D-3; the Assignment transferring an additional undivided 3% of Seller’s interest in the Piceance Basin Assets effective as of January 1, 2014 shall be in the form of Exhibit D-4; the Assignment transferring an additional undivided 3% of Seller’s interest in the Piceance Basin Assets effective as of January 1, 2015 shall be in the form of Exhibit D-5; and the Assignment transferring an additional undivided 2% of Seller’s interest in the Piceance Basin Assets effective as of January 1, 2016 shall be in the form of Exhibit D-6. A special warranty deed in the form of Exhibit E will be used to convey to Buyer Seller’s fee interest in the Xxxxxxx Office. A special mineral warranty deed in the form of Exhibit E-2 will be used by Seller to convey to Buyer an undivided 18% of Seller’s interest in those fee Hydrocarbon interests among the Piceance Basin Assets. A special warranty mineral deed in a form to be mutually agreed to prior to Closing will be used by Seller to convey to Buyer all of Seller’s fee Hydrocarbon interests among the Wind River Assets and the Powder River Assets, excluding, however, the Deep Rights from the Powder River Assets. Further, with respect to the fee mineral interests among the Piceance Basin Assets, an additional undivided 3% interest will be conveyed effective January 1, 2014, an additional undivided 3% interest will be conveyed effective January 1, 2015 and an additional undivided 2% will be conveyed effective January 1, 2016, all pursuant to special mineral warranty deeds in the forms of Exhibit E-3, Exhibit E-4 and Exhibit E-5, respectively. (Exhibit E-3, Exhibit E-4 and Exhibit E-5 are collectively referred to as “Additional Mineral Deeds.”)
Special Warranty of Title. Notwithstanding anything in this Agreement to the contrary, Seller shall warrant title to and forever defend title to the Properties, subject to the Permitted Encumbrances, against adverse claims of title by, through or under Seller or its Affiliates, but not otherwise.
