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 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; (d) defects or irregularities in title to Leases that have been producing for over five (5) years which for such period of five (5) years or more have not delayed or prevented Seller (and/or Seller’s predecessors, if owned by Seller less than five (5) 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, the lack of probate proceedings, or the omission of heirship proceedings, if the defects or irregularities have been outstanding for a period equal to the statue of limitations applicable to the defect or irregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularity; or (f) conventional rights of reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rights.

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 Claim 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 documentsdocuments or omissions of heirship proceedings; (d) defects or irregularities in title to Leases that have been producing for over five (5) years which for such a period of five seven (57) years or more have not delayed or prevented Seller (and/or or Seller’s predecessorspredecessor, if owned by Seller less than five seven (57) 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, proceedings or the lack of probate proceedings, or the omission of heirship proceedings, proceedings if the defects or irregularities have been outstanding for a period equal to the statue of limitations applicable to the defect seven (7) years or irregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularitymore; or (fe) conventional rights of or reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rightsrights 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 Claim 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 documentsdocuments or omissions of heirship proceedings; (d) defects or irregularities in title to Leases that have been producing for over five (5) years which for such period of five (5) years or more have not delayed or prevented Seller (and/or or Seller’s predecessors, if owned by Seller less than five (5) 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, proceedings or the lack of probate proceedings, or the omission of heirship proceedings, proceedings if the defects or irregularities have been outstanding for a period equal to the statue of limitations applicable to the defect five (5) years or irregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularitymore; or (f) conventional rights of or reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rightsrights 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 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 documentsa 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 to Leases that have been producing for over five (5) years which for such period of five (5) years or more have not delayed or prevented Seller (and/or Seller’s predecessors, if owned by Seller less than five (5) 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 wellaffected Asset; (e) defects or irregularities resulting from or related to probate proceedings, the lack of probate proceedings, or the omission of heirship proceedings, if the defects or irregularities have been outstanding for a period equal to the statue Defects that are defensible by possession under applicable statutes of limitations applicable to the defect for adverse possession or irregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularityfor prescription; or (f) conventional rights title requirements customarily considered as advisory or which are customarily waived as a matter of reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rightsprudent business judgment.

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 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; (d) defects or irregularities in title to Leases that have been producing for over five (5) years which for such period of five (5) years or more have not delayed or prevented Seller (and/or Seller’s predecessors, if owned by Seller less than five (5) 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, the lack of probate proceedings, or the omission of heirship proceedings, if the defects or irregularities have been outstanding for a period equal to the statue of limitations applicable to the defect or irregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularity; or (f) conventional rights of reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rights.

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 Claim 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 documentsdocuments 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 to Leases that have been producing for over five (5) years which for such period of five (5) years or more have not delayed or prevented Seller (and/or Seller’s predecessors, if owned by Seller less than five (5) 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, proceedings or the lack of probate proceedings, or the omission of heirship proceedings, proceedings if the defects or irregularities have been outstanding for a period equal to the statue of limitations applicable to the defect five (5) years or irregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularitymore; or (f) to the extent not exercised as of the Execution Date or the Closing Date, conventional rights of or reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rightsrights 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 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 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 documentsa 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 to Leases that have been producing for over five (5) years which for such period of five (5) years or more have not delayed or prevented Seller (and/or Seller’s predecessors, if owned by Seller less than five (5) 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 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, the lack which are customarily waived as a matter of probate proceedings, or the omission of heirship proceedingsprudent business judgment, if the defects or irregularities have been outstanding for a period equal to the statue of limitations applicable to the defect or irregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularity; or (f) conventional rights of reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders net cumulative effect of such rightsburdens does not operate to render Seller’s title in any Asset 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 '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 Claim '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 documentsdocuments 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 to Leases that have been producing for over five (5) years which for such a period of five seven (57) years or more have not delayed or prevented Seller (and/or or Seller’s predecessors's predecessor, if owned by Seller less than five seven (57) 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, proceedings or the lack of probate proceedings, or the omission of heirship proceedings, proceedings if the defects or irregularities have been outstanding for a period equal to the statue of limitations applicable to the defect seven (7) years or irregularitymore, unless Buyer provides reasonable evidence that a competing chain such failure has resulted in another Person's superior claim of title exists as to the Assets subject to such defect or irregularitytitle; or (f) conventional rights of or reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such 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.