Common use of Determination of Title Defects Clause in Contracts

Determination of Title Defects. A portion of a Property Subdivision shall be deemed to have a “Title Defect” if Seller does not have Defensible Title thereto as of the Effective Time and as of the Closing Date. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall be deemed to be Permitted Encumbrances and shall not be asserted as, and shall not constitute Title Defects: (a) defects in the early chain of the title consisting of the mere failure to recite marital status in a document or omissions of successions 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 Property Subdivision or portion thereof, (b) defects arising out of lack of survey, (c) defects arising out of lack of corporate authorization, unless Buyer provides affirmative evidence that such corporate action was not authorized and results in another Person’s superior claim of title to the relevant Property Subdivision or portion thereof, (d) defects that have been cured by possession under the applicable statutes of limitations or prescription, (e) defects or irregularities resulting from or related to probate proceedings or the lack thereof, which defects or irregularities have been outstanding for four (4) years or more, unless Buyer provides affirmative evidence that the defect results in another Person’s superior claim of title to the relevant Property Subdivision or portion thereof, (f) defects based solely on the existence of prior oil and gas leases relating to the Subject Interests that are expired and no longer in force and legal effect but not surrendered of record, (g) defects arising from a mortgage encumbering the oil, gas or mineral estate of any lessor (unless a complaint of foreclosure has been filed or any similar action taken by the mortgagee thereunder and in such case such mortgage has not been subordinated to the Subject Interests affected thereby), (h) defects based solely on lack of information in Seller’s files or references to documents if such documents are not in Seller’s files, and (i) defects in the chain of title prior to January 1, 1950, unless Buyer provides affirmative evidence that the defect results in another Person’s superior claim of title to the relevant Property Subdivision or portion thereof.

Determination of Title Defects. A portion of a Property Subdivision shall be deemed to have a “Title Defect” if Seller does not have neither the Company nor any Subsidiary has Defensible Title thereto as of the Effective Time (or, with respect to any Property Subdivision that was acquired by the Company or any Subsidiary after the Effective Time, as of such date of acquisition) and as of the Closing Date. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall be deemed to be Permitted Encumbrances and shall not be asserted as, and shall not constitute Title Defects: (a) defects in the early chain of the title consisting of the mere failure to recite marital status in a document or omissions of successions of heirship or estate proceedings, unless Buyer provides affirmative evidence that such failure or omission results in another Person’s superior claim of title to the relevant Property Subdivision or portion thereof, (b) defects arising out of lack of survey, (c) defects arising out of lack of corporate or other entity authorization, unless Buyer provides affirmative evidence that such corporate or other entity action was not authorized and results in another Person’s superior claim of title to the relevant Property Subdivision or portion thereof, (d) defects that have been cured by possession under the applicable statutes of limitations or prescription, (e) defects or irregularities resulting from or related to probate proceedings or the lack thereof, which defects or irregularities have been outstanding for four (4) years or more, unless Buyer provides affirmative evidence that the defect results in another Person’s superior claim of title to the relevant Property Subdivision or portion thereof, (f) defects based solely on the existence of prior oil and gas leases relating to the Subject Interests that are expired and no longer in force and legal effect but not surrendered of record, (g) defects arising from a mortgage encumbering the oil, gas or mineral estate of any lessor (unless such lessor is in default in such mortgage or a complaint of foreclosure has been filed or any similar action taken by the mortgagee thereunder and in such case such mortgage has not been subordinated to the Subject Interests affected thereby), (h) defects based solely on lack of information in SellerSellers’, the Company’s or any Subsidiary’s files or references to documents if such documents are not in SellerSellers’, the Company’s or any Subsidiary’s files, and (i) defects arising out of pooling elections or non-consent elections made by the Company or any of the Subsidiaries occurring on or after the date of this Agreement (but not arising out of any elections in violation of any provision in this Agreement), (j) defects arising from breaks in the chain of title prior to January 1, 19501990 relating to assignments of oil and gas interests, unless Buyer provides affirmative evidence that the defect results in another Person’s superior claim of title to the relevant Property Subdivision or portion thereof, (k) other defects in the chain of title prior to January 1, 1960, unless Buyer provides affirmative evidence that the defect results in another Person’s superior claim of title to the relevant Property Subdivision or portion thereof, and (l) defects arising out of the fact that any oil and gas lease included in the Assets does not allow for pooling or unitization.

Determination of Title Defects. A portion of a Property Subdivision shall be deemed to have a “"Title Defect” " if Seller does not have Defensible Title thereto any one or more of the following statements is untrue with respect to such portion of a Property Subdivision as of the Effective Time and as of the Closing Date. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall be deemed to be Permitted Encumbrances and shall not be asserted as, and shall not constitute Title Defects: : (a) defects Sellers have Defensible Title thereto. (b) All royalties, rentals, Pugh xxxuse payments, shut-in gas payments and other payments due with respect to such portion of a Property Subdivision have been properly and timely paid, except for payments held in suspense for title or other reasons which are customary in the early chain industry and which will not result in grounds for cancellation of Sellers' rights in such portion of a Property Subdivision. (c) Sellers are not in default (and there exists no event or circumstance which with notice or the passage of time or both could constitute a default by Sellers) under the terms of any leases, farm-out agreements or other contracts or agreements respecting such portion of a Property Subdivision which could (1) interfere in any material respect with the operation or use thereof, (2) prevent Sellers from receiving the proceeds of production attributable to Sellers' interest therein, (3) result in cancellation of Sellers' interest therein, or (4) impair the value of Sellers' interest therein or cause Buyer to incur any liability as a result of the title consisting transactions contemplated hereby. (d) All consents to assignment or notices of assignment, if any, which are applicable to or must be complied with in connection with the mere failure to recite marital status in sale, assignment or transfer contemplated by this Agreement, or any prior sale, assignment or the transfer, of such portion of a document or omissions of successions 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 Property Subdivision or portion thereof, (b) defects arising out of lack of survey, (c) defects arising out of lack of corporate authorization, unless Buyer provides affirmative evidence that such corporate action was not authorized any Subject Interests attributable thereto have been obtained and results in another Person’s superior claim of title complied with to the relevant extent the failure to obtain or comply with the same could render any such sale, assignment or transfer (or any right or interest affected thereby) void or voidable or could result in Buyer incurring any liability as a result of the transactions contemplated hereby. (e) No provision or obligation exists under any contract or agreement affecting such portion of a Property Subdivision or any Subject Interests attributable thereto which is both (i) not customary to currently accepted oil and gas industry standards and (ii) could interfere materially or have a material adverse economic effect on the exploration, development, operation or use of such portion thereof, (d) defects that have been cured by possession under the applicable statutes of limitations or prescription, (e) defects or irregularities resulting from or related to probate proceedings or the lack thereof, which defects or irregularities have been outstanding for four (4) years or more, unless Buyer provides affirmative evidence that the defect results in another Person’s superior claim of title to the relevant a Property Subdivision or portion thereof, any such Subject Interests or impair the value thereof to Buyer in any material respect. (f) defects based solely on No provision or obligation is contained in any contract or agreement affecting such portion of a Property Subdivision or any Subject Interests attributable thereto which grants a valid and enforceable preferential right or option to purchase the existence same. (g) There exists no adverse claim asserted or threatened (or which with notice or the passage of prior oil time or both could be asserted or threatened) with respect to any of the matters set forth in items (a) through (f) above which is of such significance that a reasonable and gas leases relating prudent operator would be unwilling to accept and pay for such portion of a Property Subdivision or the Subject Interests that are expired and no longer in force and legal effect but not surrendered of record, (g) defects arising from attributable thereto without a mortgage encumbering the oil, gas or mineral estate of any lessor (unless a complaint of foreclosure has been filed or any similar action taken by the mortgagee thereunder and in such case such mortgage has not been subordinated to the Subject Interests affected thereby), (h) defects based solely on lack of information in Seller’s files or references to documents if such documents are not in Seller’s files, and (i) defects reduction in the chain of title prior to January 1, 1950, unless Buyer provides affirmative evidence that the defect results in another Person’s superior claim of title to the relevant Property Subdivision or portion thereofPurchase Price.

Determination of Title Defects. A portion of a Property Subdivision An Asset shall not be deemed to have a “Title Defect” if Seller does not have Defensible Title thereto as of the Effective Time and following statements are true in all material respects with respect to such Asset as of the Closing Date. Notwithstanding any : (a) Seller has Defensible Title thereto. (b) all rentals, Xxxx clause payments, shut-in gas payments and other provision in this Agreement to the contrarysimilar payments (including royalties, the following matters shall be deemed overriding royalties and other similar payments on production required to be Permitted Encumbrances paid under the terms of any Lease, farmout agreement or other contract or agreement where the failure to make a payment in accordance with such terms could (i) prevent Seller from receiving the proceeds of production attributable to Seller’s interest therein, or (ii) result in cancellation of Seller’s interest therein) due with respect to such Asset have been properly and shall timely paid. (c) Seller is not be asserted asin default under the material terms of any lease, and shall not constitute Title Defectsfarmout agreement or other contract or agreement with respect to such Asset that could (i) prevent Seller from receiving the proceeds of production attributable to Seller’s interest therein, or (ii) result in cancellation of Seller’s interest therein. (d) defects based solely on: (ai) lack of information in Seller’s files; (ii) references to a document(s) if such document(s) is not in Seller’s files; or (iii) Tax assessments, Tax payments or similar records that are available to Buyer in the records of a Governmental Authority; (e) defects in the early chain of the title consisting of such as minor name discrepancies, or the mere failure to recite marital status in a document or omissions of successions of heirship proceedingsdocument, unless Buyer provides affirmative evidence that such failure or omission results in another Personparty’s superior claim of title to the relevant Property Subdivision Asset or portion thereof, ; (b) defects arising out of lack of survey, (c) defects arising out of lack of corporate authorization, unless Buyer provides affirmative evidence that such corporate action was not authorized and results in another Person’s superior claim of title to the relevant Property Subdivision or portion thereof, (df) defects that have been cured by possession under the applicable statutes Laws of limitations limitation or prescription, (e) defects prescription and not subject to any dispute or irregularities resulting from or related to probate proceedings or the lack thereof, which defects or irregularities have been outstanding for four (4) years or more, unless Buyer provides affirmative evidence that the defect results in another Person’s superior claim of title to the relevant Property Subdivision or portion thereof, (f) defects based solely on the existence of prior oil and gas leases relating to the Subject Interests that are expired and no longer in force and legal effect but not surrendered of record, contrary; and. (g) defects arising from a mortgage encumbering the oil, gas or mineral estate of any lessor (unless a complaint of foreclosure has been filed or any similar action taken disclosed in writing to Buyer by the mortgagee thereunder Seller and accepted by Buyer in such case such mortgage has not been subordinated writing prior to the Subject Interests affected thereby)execution of this Agreement. The foregoing notwithstanding, (h) defects based solely on lack of information in Seller’s files or references any failure to documents if such documents are not in Seller’s files, provide consents and (i) defects in the chain of title prior to January 1, 1950, unless Buyer provides affirmative evidence that the defect results in another Person’s superior claim of title otherwise satisfy Preference Rights and Transfer Requirements shall constitute a Title Defect with respect to the relevant Property Subdivision or portion thereofAcquired Assets affected, including interests in properties that are indirectly owned through the partnerships that comprise the MGP Partnership Interests, the Passive Partnership Interests and the Alerion Assets.

Determination of Title Defects. A portion of a Property Subdivision constituting a part of the Assets shall be deemed to have a “Title Defect” if Seller does not have Defensible Title thereto any one or more of the following statements is untrue with respect to such portion of a Property Subdivision as of the Effective Time and as of the Closing Date: (a) Seller has Defensible Title thereto. (b) All royalties, rentals, Xxxx clause payments, shut-in gas payments and other payments due with respect to such portion of a Property Subdivision have been properly and timely paid, except for payments held in suspense for title or other reasons which are customary in the industry and which will not result in grounds for cancellation of Seller’s rights in such portion of a Property Subdivision; provided that, royalty audits with respect to any lease shall not be considered a Title Defect. (c) Seller is not in default under the terms of any leases, farmout agreements or other contracts or agreements respecting such portion of a Property Subdivision which could (1) prevent Seller from receiving the proceeds of production attributable to Seller’s interest therein, or (2) result in cancellation of Seller’s interest therein. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall be deemed to be Permitted Encumbrances and shall not be asserted as, and shall not constitute constitute, Title Defects: (a) defects in the early chain of the title consisting of the mere failure to recite marital status in a document or omissions of successions 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 Property Subdivision or portion thereof, (bi) defects arising out of lack of survey, (cii) defects arising out of lack of corporate authorization, unless Buyer provides affirmative evidence that such corporate action was not authorized and results in gives rise to another Person’s Person having a right to a superior claim of title to the relevant Property Subdivision Subject Interest or portion thereof, (d) defects that have been cured by possession under the applicable statutes of limitations or prescription, (e) defects or irregularities resulting from or related to probate proceedings or the lack thereof, which defects or irregularities have been outstanding for four (4) years or more, unless Buyer provides affirmative evidence that the defect results in another Person’s superior claim of title to the relevant Property Subdivision or portion thereof, (f) defects based solely on the existence of prior oil and gas leases relating to the Subject Interests that are expired and no longer in force and legal effect but not surrendered of record, (g) defects arising from a mortgage encumbering the oil, gas or mineral estate of any lessor (unless a complaint of foreclosure has been filed or any similar action taken by the mortgagee thereunder and in such case such mortgage has not been subordinated to the Subject Interests affected thereby), (h) defects based solely on lack of information in Seller’s files or references to documents if such documents are not in Seller’s files, and (iiii) defects in the early chain of title prior consisting of the failure to January 1, 1950, unless Buyer provides affirmative evidence that the defect results recite marital status in another Person’s superior claim documents or omissions of title to the relevant Property Subdivision or portion thereofheirship proceedings.