Title Claims definition

Title Claims means legal proceedings brought in any court of competent jurisdiction that is not a United States federal or state court seeking (i) damages from Buyer, or (ii) to impose a Lien upon the Shares in QAL, or (iii) to challenge or divest Buyer's legal or beneficial ownership of the Shares in QAL, if success in such proceedings would render any of the representations and warranties made by Kaiser or KACC in Clauses 13.1(a) to (c) not being true and correct in all material respects on the date of this Agreement or on and as of the Closing Date.

Title Claims has the meaning given in Section 9.3.1(a);

Title Claims means any claims, liabilities, causes of action (arising under common law, contract or statute), suits, judgments, demands, Liens (other than Permitted Liens), governmental or private investigations arising due to any Lien (other than a Permitted Lien) on any property or assets owned by any Emerald Company.

Examples of Title Claims in a sentence

• Even if the Xxxx Trust ultimately prevails in a quiet title or other action that resolves the Title Claims and is deemed by a court of competent jurisdiction to have fee title to Former Xxxxxx Avenue, the Xxxx Trust shall not make any claim for such amounts and hereby waives any legal or equitable claim of loss, damage, or any right of reimbursement as to such amounts.

• This Agreement shall not be admissible as evidence in any action, including any subsequent action to resolve the Title Claims, except for purposes of interpreting or enforcing this Agreement.

• The registered native title claimant is the person or persons whose name appears as the applicant on the Register Extract for the Register of Native Title Claims.

• The parties to this Agreement each irrevocably consent to service of process or any other documents in connection with proceedings in any court by personal service, delivery at any address specified in this Agreement or any other usual address, mail or in any other manner permitted by English law.

• Nothing in this Section 3 is intended to limit the rights of the Xxxx Trust or Port to file an action to resolve the Title Claims against the other and to defend such actions at any time after the date specified in Section 9(b).

More Definitions of Title Claims

Title Claims means, with respect to any Securityholder Party, any claim brought against such Securityholder based upon the breach by such Securityholder Party of the representations and warranties made by such Securityholder Party in Section 3.3(a).

Title Claims means, with respect to any Securityholder, any claim brought against such Securityholder based upon the breach by such Securityholder of the representations and warranties made by such Securityholder in Section 3.3(a).

Title Claims means any and all Liabilities arising from, related to or based upon the state of title to the Assets (including Liabilities based upon trespass or similar legal theories), but excluding Liabilities based upon the state of title to the Real Property resulting from Seller's acts during the Seller Ownership Period.

Title Claims means, with respect to any Shareholder, any claim brought against such Shareholder based upon the breach by such Shareholder of the representations and warranties made by such Shareholder in Section 6.01.

Title Claims shall have the meaning ascribed thereto in Section 10.3.1(a) hereof.

Title Claims means (a) any defects in, exceptions to, or Liens, Claims, reservations, restrictions or conditions on, to or affecting title to the Real Property (including without limitation the timber thereon), whether evidenced by written instrument or otherwise evidenced, (b) boundary disputes regarding or gaps between the boundaries of the Real Property and the boundaries of adjacent land or public or private thoroughfares, and (c) the absence of such access to any portion of the Real Property as would be commercially reasonable to permit Purchaser to use, manage, harvest or dispose of any assets located on or appurtenant to the Real Property (or any portion thereof), all as presently operated by Seller; provided, that Title Claims shall not include Permitted Exceptions; provided, further, however, that as used in this definition of Title Claims the term “Permitted Exceptions” shall not include any matters affecting the Real Property recorded in the real property records of the applicable county that are not listed in Schedule B to the Title Commitment that would adversely affect Purchaser’s ability to conduct forestry management activities of any kind on the Real Property.

Title Claims has the meaning set forth in Section 8(i) below.