Definition of Good and Marketable Title. As used herein with respect to each Hydrocarbon Property, the term “good and marketable title” shall mean that title which:
1. Entitles a Teton Entity as a result of its ownership of the Hydrocarbon Property to receive from each lease, tract, unit, or well throughout the duration of the productive life of the relevant lease, tract, unit, or well (unless otherwise noted on Schedule 5(u)), not less than the “net revenue interest” set forth on Exhibit D of the oil, gas, and other minerals produced, saved, and marketed from the lease, tract, unit, or well, without reduction, suspension, or termination;
2. Obligates a Teton Entity as a result of its ownership of the Hydrocarbon Properties to bear a percentage of the costs and expenses of the maintenance and development of, and operations relating to, any lease, tract, unit, or well not greater than the “working interest” set forth on Exhibit D, without increase, throughout the productive life of such lease, tract, well, or unit (unless otherwise noted on Schedule 5(u)); and
3. Is free and clear of liens, encumbrances, obligations, or defects except for Permitted Encumbrances. As used herein, the term “Permitted Encumbrances” means:
(i) the liens described on Exhibit E which secure indebtedness owing to Lenders and Note Holders, including the DIP Loan;
(ii) required third party consents to the transactions herein provided to be effected and similar rights held by third parties with respect to which (a) prior to Closing waivers or consents are obtained from the appropriate parties, or (b) consents need not be obtained prior to consummation of the transactions herein provided to be effected;
(iii) liens for taxes or assessments not yet delinquent or, if delinquent, that are being contested in good faith in the normal course of business;
(iv) liens arising under operating agreements, unitization, and pooling agreements and production sales contracts securing amounts not yet delinquent, or if delinquent, that are being contested in good faith in the normal course of business;
(v) conventional rights of reassignment prior to abandonment requiring not more than 90 days notice to the holders of such rights;
(vi) easements, rights-of-way, servitudes, permits, surface leases, and other rights in respect of surface operations, pipelines, grazing, hunting, fishing, logging, canals, ditches, reservoirs, or the like; and easements of streets, alleys, highways, pipelines, telephone lines, power lines, railways, and other simi...
