Common use of Determination of Title Defects Clause in Contracts

Determination of Title Defects. An Asset shall not be deemed to have a “Title Defect” if the following statements are true in all material respects with respect to such Asset as of the Closing Date: (i) Seller has Defensible Title thereto. (ii) All rentals, Xxxx clause payments, shut-in gas payments and other similar payments (including royalties, overriding royalties and other similar payments on production) due with respect to such Asset have been properly and timely paid. (iii) Seller is not in default under the material terms of any Lease, farmout agreement or other contract or agreement with respect to such Asset that could (a) prevent Seller from receiving the proceeds of production attributable to Seller’s interest therein, or (b) result in cancellation of Seller’s interest therein. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not be asserted as, and shall not constitute, Title Defects: (a) defects in the chain of title such as minor name discrepancies, 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 party’s superior claim of title to the relevant Asset portion thereof; (b) defects arising out of lack of survey; (c) defects arising out of a lack of corporate authorization, unless Buyer provides affirmative evidence that such lack of authorization results in another party’s superior claim of title to the relevant Assets or portion thereof; (d) the failure to obtain or absence of any federal patent or conveyance with respect to any lands over which any state has claimed ownership and which have been covered by a state lease for more than (10) ten years; (e) defects that have been cured by possession under the applicable statutes of limitations or statutes for prescription; and (f) other defects of a type expected to be encountered in the area involved and customarily acceptable to prudent operators and interest owners. If a Title Defect results from any matter that could also result in the breach of any representation or warranty of Seller set forth in Section 4.1, then Buyer shall only be entitled to assert such matter as a Title Defect pursuant to this Article 6 and shall be precluded from also asserting such matter as the basis of the breach of any such representation or warranty. However, Buyer shall not be precluded from asserting such matter as a breach of the special warranty provision included in the Assignment attached hereto as Exhibit C. In determining the existence of a Title Defect, due consideration shall be given to the length of time hydrocarbons have been produced from the affected property in an undisputed “pay status” without any adverse claim, even though such period may be less than the period of possession or use required under applicable limitations or prescription statutes. (As used herein, “pay status” shall mean payment is being made by a third party for production from the affected Asset without indemnity from Seller except such indemnities as are customarily included in division orders, transfer orders, product purchase agreements and similar documents commonly used in connection with the payment of proceeds from production.)

Determination of Title Defects. An Asset shall not be deemed to have a “"Title Defect” " if the following statements are true in all material respects with respect to such Asset as of the Closing Date: (i) Seller has Defensible Title thereto.; (ii) All all rentals, Xxxx clause payments, shut-in gas payments and other similar payments (including other than royalties, overriding royalties and other similar payments on production) due with respect to such Asset have been properly and timely paid.; and (iii) Seller is not in default under the material terms of any LeaseLeases, farmout agreement agreements or other contract contracts or agreement with respect to agreements respecting such Asset that which could (a) prevent Seller from receiving the proceeds of production attributable to Seller’s 's interest therein, or (b) result in cancellation of Seller’s 's interest therein. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not be asserted as, and shall not constitute, Title Defects: (a) defects in the chain of title such as minor name discrepancies, 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 party’s 's superior claim of title to the relevant Asset portion thereof; (b) defects arising out of lack of survey; (c) defects arising out of a lack of corporate authorization, unless Buyer provides affirmative evidence that such lack of authorization results in another party’s 's superior claim of title to the relevant Assets or portion thereof;; and (d) the failure to obtain or absence of any federal patent or conveyance with respect to any lands over which any state has claimed ownership and which have been covered by a state lease for more than (10) ten years; (e) defects that have been cured by possession under the applicable statutes of limitations or statutes for prescription; and (f) other defects of a type expected to be encountered in the area involved and customarily acceptable to prudent operators and interest owners. If a Title Defect results from any matter that could also result in the breach of any representation or warranty of Seller set forth in Section 4.1, then Buyer shall only be entitled to assert such matter as a Title Defect pursuant to this Article 6 and shall be precluded from also asserting such matter as the basis of the breach of any such representation or warranty. However, Buyer shall not be precluded from asserting such matter as a breach of the special warranty provision included in the Assignment attached hereto as Exhibit C. In determining the existence of a Title Defect, due consideration shall be given to the length of time hydrocarbons have been produced from the affected property in an undisputed “pay status” without any adverse claim, even though such period may be less than the period of possession or use required under applicable limitations or prescription statutes. (As used herein, “pay status” shall mean payment is being made by a third party for production from the affected Asset without indemnity from Seller except such indemnities as are customarily included in division orders, transfer orders, product purchase agreements and similar documents commonly used in connection with the payment of proceeds from production.)

Determination of Title Defects. An Asset shall not be deemed to have a “"Title Defect” " if the following statements are true in all material respects with respect to such Asset as of the Closing Date: (i) Seller has Sellers have Defensible Title thereto.; (ii) All all rentals, Xxxx clause payments, shut-in gas payments and other similar payments (including other than royalties, overriding royalties and other similar payments on production) due with respect to such Asset have been properly and timely paid.; and (iii) Seller is Sellers are not in default under the material terms of any LeaseLeases, farmout agreement agreements or other contract contracts or agreement with respect to agreements respecting such Asset that which could (a) prevent Seller Sellers from receiving the proceeds of production attributable to Seller’s Sellers' interest therein, or (b) result in cancellation of Seller’s Sellers' interest therein. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not be asserted as, and shall not constitute, Title Defects: (a) defects in the chain of title such as minor name discrepancies, 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 party’s 's superior claim of title to the relevant Asset portion thereof; (b) defects arising out of lack of survey; (c) defects arising out of a lack of corporate authorization, unless Buyer provides affirmative evidence that such lack of authorization results in another party’s 's superior claim of title to the relevant Assets or portion thereof; (d) the failure to obtain or absence of any federal patent or conveyance with respect to any lands over which any state has claimed ownership and which have been covered by a state lease for more than (10) ten years; (e) defects that have been cured by possession under the applicable statutes of limitations or statutes for prescription; and (fe) other defects of a type expected to be encountered in the area involved and customarily acceptable to prudent operators and interest owners. If that have a Title Defect results from any matter that could also result in the breach of any representation or warranty of Seller set forth in Section 4.1, then Buyer shall only be entitled to assert such matter as a Title Defect pursuant to this Article 6 and shall be precluded from also asserting such matter as the basis of the breach of any such representation or warranty. However, Buyer shall not be precluded from asserting such matter as a breach of the special warranty provision included in the Assignment attached hereto as Exhibit C. In determining the existence of a Title Defect, due consideration shall be given to the length of time hydrocarbons have been produced from the affected property in an undisputed “pay status” without any adverse claim, even though such period may be Amount less than the period of possession or use required under applicable limitations or prescription statutes. (As used herein, “pay status” shall mean payment is being made by a third party for production from the affected Asset without indemnity from Seller except such indemnities as are customarily included in division orders, transfer orders, product purchase agreements and similar documents commonly used in connection with the payment of proceeds from production$5,000.)

Determination of Title Defects. An Asset A portion of a Property Subdivision shall not be deemed to have a “Title Defect” if Seller does not have Defensible Title thereto as of the following statements are true in all material respects with respect to such Asset Effective Time and as of the Closing Date: (i) Seller has Defensible Title thereto. (ii) All rentals, Xxxx clause payments, shut-in gas payments and other similar payments (including royalties, overriding royalties and other similar payments on production) due with respect to such Asset have been properly and timely paid. (iii) Seller is not in default under the material terms of any Lease, farmout agreement or other contract or agreement with respect to such Asset that could (a) prevent Seller from receiving the proceeds of production attributable to Seller’s interest therein, or (b) 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 such as minor name discrepancies, consisting of the mere failure to recite marital status in a document, document or omissions of successions of heirship proceedings, unless Buyer provides affirmative evidence that such failure or omission results in another partyPerson’s superior claim of title to the relevant Asset Property Subdivision or portion thereof; , (b) defects arising out of lack of survey; , (c) defects arising out of a lack of corporate authorization, unless Buyer provides affirmative evidence that such lack of authorization corporate action was not authorized and results in another partyPerson’s superior claim of title to the relevant Assets Property Subdivision or portion thereof; , (d) the failure to obtain or absence of any federal patent or conveyance with respect to any lands over which any state has claimed ownership and which have been covered by a state lease for more than (10) ten years; (e) defects that have been cured by possession under the applicable statutes of limitations or statutes prescription, (e) defects or irregularities resulting from or related to probate proceedings or the lack thereof, which defects or irregularities have been outstanding for prescription; and four (4) years or more, (f) other defects of a type expected to be encountered in the area involved and customarily acceptable to prudent operators and interest owners. If a Title Defect results from any matter that could also result in the breach of any representation or warranty of Seller set forth in Section 4.1, then Buyer shall only be entitled to assert such matter as a Title Defect pursuant to this Article 6 and shall be precluded from also asserting such matter as the basis of the breach of any such representation or warranty. However, Buyer shall not be precluded from asserting such matter as a breach of the special warranty provision included in the Assignment attached hereto as Exhibit C. In determining based solely on the existence of a Title Defect, due consideration shall be given prior oil and gas leases relating to the length Subject Interests that are expired and no longer in force and legal effect but not surrendered of time hydrocarbons have record, (g) defects arising from a mortgage encumbering the oil, gas or mineral estate of any lessor (unless a complaint of foreclosure has been produced from 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 property thereby), (h) defects based solely on lack of information in an undisputed “pay status” without any adverse claimSeller’s files or references to documents if such documents are not in Seller’s files, even though such period may be less than and (i) defects in the period chain of possession 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 use required under applicable limitations or prescription statutes. (As used herein, “pay status” shall mean payment is being made by a third party for production from the affected Asset without indemnity from Seller except such indemnities as are customarily included in division orders, transfer orders, product purchase agreements and similar documents commonly used in connection with the payment of proceeds from productionportion thereof.)