Limited Defensible Title Representation Sample Clauses
A Limited Defensible Title Representation clause defines the extent to which a party, typically a seller or grantor, guarantees the validity of the title to a property being transferred. In practice, this clause limits the seller’s responsibility to defending the buyer against specific, identified title defects or claims, rather than providing a full warranty of title. For example, the seller may only agree to defend the title against claims arising from their own actions, not from prior owners. The core function of this clause is to allocate risk by restricting the seller’s liability, thereby protecting them from unforeseen title issues while still offering the buyer some assurance regarding the title’s status.
Limited Defensible Title Representation. Each of Laramie and Delta represents and warrants to the other and to the Company that, as of the Effective Time and as of the Defect Notice Date, its title to the Leases and ▇▇▇▇▇, as applicable, to the Laramie Assets and Delta Assets, respectively, is Defensible Title as defined in Section 4.1(c). Except as set forth in this Section 4.1(a) and the Assignment, ▇▇▇▇ of Sale and Conveyance (the “Assignment and ▇▇▇▇ of Sale”) to be delivered at Closing, by each of Laramie and Delta as to the Laramie Assets and Delta Assets, respectively, a form of which is attached hereto as Exhibit E, Laramie and Delta make no warranty or representation, express, implied, statutory or otherwise, with respect to such Party’s title to the Leases and ▇▇▇▇▇. Notwithstanding the foregoing, Laramie and Delta each represents as to the Laramie Fee Lands and the Delta Fee Lands, respectively, that as of the date hereof and as of the Closing Date, it has marketable title to the Laramie Fee Lands described in Exhibit C-3 and the Delta Fee Lands described in Exhibit D-3.
Limited Defensible Title Representation. Seller represents and warrants to Buyer that, as of the Execution Date and as of the Defect Notice Date, its title to the Subject Interests is Defensible Title. Except as set forth in this Subsection 4.2(a) and the special warranty of title set forth in the Assignment, Seller makes no warranty or representation, express, implied, statutory or otherwise, with respect to Seller’s title to the Subject Interests and Buyer hereby acknowledges and agrees that Buyer’s sole remedies for any defect of title, including any Title Defect with respect to an individual Well, shall be Buyer’s right to adjust the Purchase Price to the extent provided in this Article 4.
Limited Defensible Title Representation. Seller represents and warrants to Buyer that, as of the Effective Time and as of the Defect Notice Date, its title to the Leases and ▇▇▇▇▇ is Defensible Title as defined in Section 4.1(c). Except as set forth in this Section 4.1(a) and the Assignment, ▇▇▇▇ of Sale and Conveyance to be delivered at Closing, the form of which is attached hereto as Exhibit D, Seller makes no warranty or representation, express, implied, statutory or otherwise, with respect to Seller's title to the Leases and ▇▇▇▇▇ and Buyer hereby acknowledges and agrees that Buyer's sole remedy for any defect of title, including any Title Defect, with respect to any of the Leases and ▇▇▇▇▇ before Closing, shall be Buyer's right to adjust the Purchase Price to the extent provided in this Article 4, or terminate this Agreement pursuant to Section 11.1(f).
Limited Defensible Title Representation. Seller represents to Buyer that as of the Defect Notice Date its title to the Leases and ▇▇▇▇▇ is Defensible Title as defined in Section 4.1(c). Except as set forth in this Section 4.1(a), Seller makes no warranty or representation, express, implied, statutory or otherwise, with respect to Seller’s title to the Leases and ▇▇▇▇▇ and Buyer hereby acknowledges and agrees that Buyer’s sole remedy for any defect of title, including any Title Defect, with respect to any of the Leases and ▇▇▇▇▇ before Closing, shall be Buyer’s right to adjust the Purchase Price to the extent provided in this Article 4.
Limited Defensible Title Representation. Seller represents to Buyer that (i) as of the Defect Notice Date its title to the Leases, ▇▇▇▇▇ and Units is Defensible Title, and (ii) to Seller’s Knowledge, as of the date hereof, Schedule 4.1(a) sets forth each individual Title Defect affecting any of the Leases, ▇▇▇▇▇ or Units with a Title Defect Amount in excess of the Individual Title Threshold. Except as set forth in this Section 4.1(a) and in the Assignment, Bill of Sale and Conveyance of Assets, attached hereto as Exhibit E, Seller makes no warranty or representation, express, implied, statutory or otherwise, with respect to Seller’s title to the Leases, ▇▇▇▇▇, Units and other Assets. Buyer hereby acknowledges and agrees that ▇▇▇▇▇’s sole remedy for any defect of title, including any Title Defect, with respect to any of the Leases, ▇▇▇▇▇, Units and other Assets and for any breach of Seller’s representations in this Section 4.1(a) shall be Buyer’s right to adjust the Purchase Price to the extent provided in this Article 4, and ▇▇▇▇▇ hereby releases and waives all other remedies and agrees not to assert or threaten to assert any claim with respect to any such waived remedies. The representations in this Section 4.1(a) shall terminate as of the Defect Notice Date and shall have no further force and effect thereafter.
Limited Defensible Title Representation. Seller represents and warrants to Buyer that, as of the Effective Time and as of the Defect Notice Date its title to the Leases and ▇▇▇▇▇ is Defensible Title as defined in Section 4.1(c). Except as set forth in this Section 4.1(a) and the Assignment and ▇▇▇▇ of Sale, the form of which is attached hereto as Exhibit E, Seller makes no warranty or representation, express, implied, statutory or otherwise, with respect to Seller's title to the Leases and ▇▇▇▇▇ and Buyer hereby acknowledges and agrees that Buyer's sole remedy for any defect of title, including any Title Defect, with respect to any of the Leases and ▇▇▇▇▇ before Closing, shall be Buyer's right to adjust the Purchase Price to the extent provided in this Article 4.