Common use of General Disclaimer of Title Warranties and Representations Clause in Contracts

General Disclaimer of Title Warranties and Representations. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES AND PURCHASER’S RIGHTS TO INDEMNITY PURSUANT TO (X) SECTION 11.3(a) WITH RESPECT TO A BREACH OF THE COVENANTS AND AGREEMENTS SET FORTH IN SECTION 5.2, SECTION 5.4, AND SECTION 5.5 AND (Y) SECTION 11.3(b) WITH RESPECT TO A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.5, SECTION 3.8, SECTION 3.9, SECTION 3.10, SECTION 3.12, SECTION 3.13 AND SECTION 3.15, SELLER DOES NOT MAKE, AND PURCHASER, ON BEHALF OF ITSELF AND EACH MEMBER OF THE PURCHASER GROUP, HEREBY WAIVES, RELEASES AND DISCHARGES EACH MEMBER OF THE SELLER GROUP FROM ANY AND ALL SUITS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, CLAIMS, DEMANDS, DAMAGES, COSTS, LIABILITIES, LOSSES, INTEREST, OR CAUSES OF ACTION WHATSOEVER, IN LAW OR IN EQUITY, KNOWN OR UNKNOWN, ATTRIBUTABLE TO ANY PERIODS OF TIME WHICH ANY MEMBER OF THE PURCHASER GROUP MIGHT NOW OR SUBSEQUENTLY MAY HAVE, BASED ON, RELATING TO OR ARISING OUT OF, ANY WARRANTY OR REPRESENTATION OF ANY MEMBER OF THE SELLER GROUP, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO SELLER’S OR ANY OTHER PERSON’S TITLE TO, OR DEFICIENCY IN TITLE TO, ANY OF THE ASSETS. Purchaser hereby acknowledges and agrees that, except as to Purchaser’s rights hereunder with respect to breaches of the special warranty of Defensible Title set forth in the Conveyances and Purchaser’s rights to indemnity pursuant to (x) Section 11.3(a) with respect to a breach of the covenants and agreements set forth in Section 5.2, Section 5.4, and Section 5.5 and (y) Section 11.3(b) with respect to a breach of the representations and warranties set forth in Section 3.5, Section 3.8, Section 3.9, Section 3.10, Section 3.12, Section 3.13 and Section 3.15, Article 6 sets forth Purchaser’s sole and exclusive remedy with respect to (I) any Title Defect, and (II) the failure of Seller or any other Person to have title to any of the Assets (whether Defensible Title or otherwise).

General Disclaimer of Title Warranties and Representations. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES AND PURCHASER’S RIGHTS TO INDEMNITY PURSUANT TO (XSubject to Section 3.1(b) SECTION 11.3(a) WITH RESPECT TO A BREACH OF THE COVENANTS AND AGREEMENTS SET FORTH IN SECTION 5.2and the special warranty of Defensible Title as set forth in the Conveyances with respect to Seller’s right, SECTION 5.4title, AND SECTION 5.5 AND (Y) SECTION 11.3(b) WITH RESPECT TO A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.5, SECTION 3.8, SECTION 3.9, SECTION 3.10, SECTION 3.12, SECTION 3.13 AND SECTION 3.15and interest in the Oil and Gas Properties with an Allocated Value and without limiting Purchaser’s remedies for Defects set forth in this Article 3 or any Defect Indemnity Agreement delivered hereunder, SELLER DOES NOT MAKE, AND PURCHASER, ON BEHALF OF ITSELF AND EACH MEMBER OF THE PURCHASER GROUP, HEREBY WAIVES, RELEASES RELEASES, AND DISCHARGES EACH MEMBER OF THE SELLER GROUP FROM ANY AND ALL SUITS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, CLAIMS, DEMANDS, DAMAGES, COSTS, LIABILITIES, LOSSES, INTEREST, OR CAUSES OF ACTION WHATSOEVER, IN LAW OR IN EQUITY, KNOWN OR UNKNOWN, ATTRIBUTABLE TO ANY PERIODS OF TIME WHICH ANY MEMBER OF THE PURCHASER GROUP MIGHT NOW OR SUBSEQUENTLY MAY HAVE, BASED ON, RELATING TO OR ARISING OUT OF, ANY WARRANTY OR REPRESENTATION OF ANY MEMBER OF THE SELLER GROUP, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO (I) SELLER’S OR ANY OTHER PERSON’S TITLE TO, OR DEFICIENCY IN TITLE TO, ANY OF THE ASSETS, (II) ANY MATTERS WITH RESPECT TO THE EXISTENCE OF ANY ENVIRONMENTAL DEFECT, ENVIRONMENTAL LIABILITIES, RELEASE OF HAZARDOUS SUBSTANCES, OR ANY OTHER ENVIRONMENTAL CONDITION WITH RESPECT TO THE OWNERSHIP OR OPERATION OF ASSETS, OR (III) WHETHER SELLER OR ANY OF THE ASSETS (OR THE OWNERSHIP OR OPERATION THEREOF) ARE IN COMPLIANCE WITH ANY ENVIRONMENTAL LAW. Purchaser hereby acknowledges and agrees that, that except as to Purchaser’s rights hereunder with respect to breaches any breach of the special warranty of Defensible Title set forth in the Conveyances (which shall survive in accordance with the terms of Section 3.1(b)) and Purchaser’s the rights to indemnity pursuant to (x) Section 11.3(a) with respect to a breach of the covenants and agreements remedies set forth in Section 5.2, Section 5.4, and Section 5.5 and (y) Section 11.3(b) with respect to a breach of the representations and warranties set forth in Section 3.5, Section 3.8, Section 3.9, Section 3.10, Section 3.12, Section 3.13 and Section 3.15any Defect Indemnity Agreement delivered hereunder, Article 6 3 sets forth Purchaser’s sole and exclusive remedy with respect to (IA) any Title Defect, and (IIB) the failure of Seller or any other Person to have title to any of the Assets (whether Defensible Title or otherwise), and (C) the existence of any Environmental Defect, Environmental Liabilities, Release of Hazardous Substances, or any other environmental condition with respect to the Assets.

General Disclaimer of Title Warranties and Representations. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES AND PURCHASER’S RIGHTS TO INDEMNITY PURSUANT TO (XSubject to Section 3.1(b) SECTION 11.3(a) WITH RESPECT TO A BREACH OF THE COVENANTS AND AGREEMENTS SET FORTH IN SECTION 5.2and the special warranty of Defensible Title as set forth in the Conveyances with respect to Seller’s right, SECTION 5.4title, AND SECTION 5.5 AND (Y) SECTION 11.3(b) WITH RESPECT TO A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.5, SECTION 3.8, SECTION 3.9, SECTION 3.10, SECTION 3.12, SECTION 3.13 AND SECTION 3.15and interest in the Oil and Gas Properties with an Allocated Value and any Additional Interests conveyed thereunder and without limiting Purchaser’s remedies for Defects set forth in this Article 3 or any Defect Indemnity Agreement delivered hereunder, SELLER DOES NOT MAKE, AND PURCHASER, ON BEHALF OF ITSELF AND EACH MEMBER OF THE PURCHASER GROUP, HEREBY WAIVES, RELEASES RELEASES, AND DISCHARGES EACH MEMBER OF THE SELLER GROUP FROM ANY AND ALL SUITS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, CLAIMS, DEMANDS, DAMAGES, COSTS, LIABILITIES, LOSSES, INTEREST, OR CAUSES OF ACTION WHATSOEVER, IN LAW OR IN EQUITY, KNOWN OR UNKNOWN, ATTRIBUTABLE TO ANY PERIODS OF TIME WHICH ANY MEMBER OF THE PURCHASER GROUP MIGHT NOW OR SUBSEQUENTLY MAY HAVE, BASED ON, RELATING TO OR ARISING OUT OF, ANY WARRANTY OR REPRESENTATION OF ANY MEMBER OF THE SELLER GROUP, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO (I) SELLER’S OR ANY OTHER PERSON’S TITLE TO, OR DEFICIENCY IN TITLE TO, ANY OF THE ASSETS, (II) ANY MATTERS WITH RESPECT TO THE EXISTENCE OF ANY ENVIRONMENTAL DEFECT, ENVIRONMENTAL LIABILITIES, RELEASE OF HAZARDOUS SUBSTANCES, OR ANY OTHER ENVIRONMENTAL CONDITION WITH RESPECT TO THE OWNERSHIP OR OPERATION OF ASSETS, OR (III) WHETHER SELLER OR ANY OF THE ASSETS (OR THE OWNERSHIP OR OPERATION THEREOF) ARE IN COMPLIANCE WITH ANY ENVIRONMENTAL LAW. Purchaser hereby acknowledges and agrees that, that except as to Purchaser’s rights hereunder with respect to breaches any breach of the special warranty of Defensible Title set forth in the Conveyances (which shall survive in accordance with the terms of Section 3.1(b)) and Purchaser’s the rights to indemnity pursuant to (x) Section 11.3(a) with respect to a breach of the covenants and agreements remedies set forth in Section 5.2, Section 5.4, and Section 5.5 and (y) Section 11.3(b) with respect to a breach of the representations and warranties set forth in Section 3.5, Section 3.8, Section 3.9, Section 3.10, Section 3.12, Section 3.13 and Section 3.15any Defect Indemnity Agreement delivered hereunder, Article 6 3 sets forth Purchaser’s sole and exclusive remedy with respect to (IA) any Title Defect, and (IIB) the failure of Seller or any other Person to have title to any of the Assets (whether Defensible Title or otherwise), and (C) the existence of any Environmental Defect, Environmental Liabilities, Release of Hazardous Substances, or any other environmental condition with respect to the Assets.

General Disclaimer of Title Warranties and Representations. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES (a) EXCEPT FOR THE PROVISIONS OF THIS ARTICLE 3 THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN SECTION 3.6, ANY LIEN THAT SECURES SUBJECT COMPANY INDEBTEDNESS, THE CONVEYANCES AND PURCHASER’S RIGHTS CERTIFICATE TO INDEMNITY BE DELIVERED AT THE CLOSING PURSUANT TO (XSECTION 10.2(e), SECTION 5.8(c) AND SECTION 11.3(a) WITH RESPECT TO A BREACH 5.9, NEITHER ANY SELLER NOR ANY MEMBER OF THE COVENANTS AND AGREEMENTS SET FORTH IN SECTION 5.2, SECTION 5.4, AND SECTION 5.5 AND (Y) SECTION 11.3(b) WITH RESPECT TO A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.5, SECTION 3.8, SECTION 3.9, SECTION 3.10, SECTION 3.12, SECTION 3.13 AND SECTION 3.15, SELLER DOES NOT MAKESUBJECT COMPANY GROUP MAKES, AND PURCHASER, ON BEHALF OF ITSELF AND EACH MEMBER OF THE PURCHASER GROUP, HEREBY WAIVES, RELEASES AND DISCHARGES EACH MEMBER OF THE SELLER GROUP FROM ANY AND ALL SUITS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, CLAIMS, DEMANDS, DAMAGES, COSTS, LIABILITIES, LOSSES, INTEREST, INTEREST OR CAUSES OF ACTION WHATSOEVER, IN LAW OR IN EQUITY, KNOWN OR UNKNOWN, ATTRIBUTABLE TO ANY PERIODS OF TIME WHICH ANY MEMBER OF THE PURCHASER GROUP MIGHT NOW OR SUBSEQUENTLY MAY HAVE, BASED ON, RELATING TO OR ARISING OUT OF, ANY WARRANTY OR REPRESENTATION OF ANY MEMBER OF THE SELLER GROUP, EXPRESS, IMPLIED, STATUTORY, STATUTORY OR OTHERWISE, WITH RESPECT TO SELLER’S OR ANY OTHER PERSON’S TITLE TODEFECT. (b) As a condition to asserting a valid claim for breach of the Special Warranty of Title, OR DEFICIENCY IN TITLE TOno later than the date twenty four (24) months after the Closing Date, ANY OF THE ASSETS. Purchaser hereby acknowledges and agrees thatPurchasers may furnish Seller a notice setting forth any matters that Purchasers assert as a breach of the Special Warranty of Title, except as including (i) a description of the alleged breach of the Special Warranty of Title; (ii) the Mineral Interest or Well subject to such breach of the Special Warranty of Title; (iii) the Allocated Value of each Mineral Interest subject to the alleged breach of the Special Warranty of Title; (iv) Purchaser’s rights hereunder good faith reasonable estimate of the amount attributable to such breach of the Special Warranty of Title and the computations and information upon which Purchasers’ estimate is based; and (v) such reasonable documentation for Sellers to verify such breach of the Special Warranty of Title which shall include, to the extent in the possession or control of Purchasers, (1) a copy of the relevant document to the extent the alleged Title Defect is a document, (2) the deed preceding and following a gap in the chain of title or a title opinion describing the gap in reasonable detail, to the extent the basis of the alleged Title Defect is a gap in a member of the Subject Company Group’s chain of title, (3) a copy of the document creating or evidencing the Lien or encumbrances, to the extent the basis of the alleged Title Defect is a Lien or encumbrance and (4) any other document reasonably necessary for the Sellers or the Title Arbitration Panel to verify and confirm the existence of the Defect Amount with respect to such alleged breach of the Special Warranty of Title. The failure to include any of the items above shall not invalidate any breach of the Special Warranty of Title claim if the notice of such breach of Special Warranty of Title materially complies with this Section 3.1 and reasonably identifies the breach of the Special Warranty of Title. Sellers shall have a reasonable opportunity, but not the obligation, to cure prior to the date thirty-six (36) months after the Closing Date any Title Defect asserted by Purchasers pursuant to this Section 3.1(b). Purchasers shall be deemed to have waived all breaches of the special warranty Special Warranty of Defensible Title for which Sellers have not received, on or before 5:00 p.m. Houston, Texas time on the date twenty-four (24) months after the Closing Date, a valid notice satisfying the requirements set forth above. Solely for purposes of the Special Warranty of Title with regard to Xxxxx, the value of the Assets set forth in the Conveyances exhibits thereto, as applicable, shall be deemed to be the Allocated Value thereof, as adjusted herein and Purchaser’s rights recovery on the Special Warranty of Title shall be limited to indemnity pursuant to the Defect Amount (x) Section 11.3(a) with respect to a breach of the covenants and agreements without any interest accruing thereon), calculated as set forth in Section 5.23.2(c) below, Section 5.4, and Section 5.5 and (y) Section 11.3(b) with respect to a breach of the representations and warranties set forth in Section 3.5, Section 3.8, Section 3.9, Section 3.10, Section 3.12, Section 3.13 and Section 3.15, Article 6 sets forth Purchaser’s sole and exclusive remedy with respect to (I) any Title Defect, and (II) the failure of Seller or any other Person to have title to any of the Assets (whether Defensible Title or otherwise)breaches thereof.