Limited Defensible Title Representation Sample Clauses

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 Xxxxx is Defensible Title as defined in Section 4.1(c). Except as set forth in this Section 4.1(a) and the Assignment, Xxxx 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 Xxxxx 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 Xxxxx 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).
Sample 1Sample 2
AutoNDA by SimpleDocs
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.
Sample 1Sample 2
Limited Defensible Title Representation. Seller represents to Buyer that (i) as of the Defect Notice Date its title to the Leases, Xxxxx 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, Xxxxx 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, Xxxx 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, Xxxxx, Units and other Assets. 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, Xxxxx, 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 Buyer 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.
Sample 1Sample 2
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 Xxxxx, 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, Xxxx of Sale and Conveyance (the “Assignment and Xxxx 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 Xxxxx. 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.
Sample 1Sample 2
Limited Defensible Title Representation. Seller represents to Buyer that as of the Defect Notice Date its title to the Leases and Xxxxx 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 Xxxxx 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 Xxxxx before Closing, shall be Buyer’s right to adjust the Purchase Price to the extent provided in this Article 4.
Sample 1
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 Xxxxx is Defensible Title as defined in Section 4.1(c). Except as set forth in this Section 4.1(a) and the Assignment and Xxxx 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 Xxxxx 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 Xxxxx before Closing, shall be Buyer's right to adjust the Purchase Price to the extent provided in this Article 4.
Sample 1

Related to Limited Defensible Title Representation

  • False Representation Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract.

  • Optionee Representations (a) With respect to a transaction occurring prior to such date as the Plan and Common Stock thereunder are covered by a valid Form S-8 or similar U.S. federal registration statement, Optionee agrees that in no event shall Optionee make a disposition of any of the Common Stock, unless and until: (i) Optionee shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition; and (ii) Optionee shall have furnished the Company with an opinion of counsel satisfactory to the Company to the effect that (A) such disposition will not require registration or qualification of such Common Stock under applicable U.S. federal, state or foreign securities laws or (B) appropriate action necessary for compliance with the U.S. federal, state or foreign securities laws has been taken; or (iii) the Company shall have waived, expressly and in writing, its rights under clauses (i) and (ii) of this Subsection.

  • Licensee Representations and Warranties Licensee represents and warrants as follows:

  • Payee Representations For the purpose of Section 3(f) of this Agreement, Party A and Party B make the representations specified below, if any:

  • Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

  • Untrue Representations Each Party shall promptly notify the other Party in writing if such notifying Party becomes aware of any fact or condition that makes untrue, or shows to have been untrue, any schedule or any other information furnished to the other Party or any representation or warranty made in or pursuant to this Agreement or that results in the notifying Party’s failure to comply with any covenant, condition or agreement contained in this Agreement.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Exclusive Representations Except as set forth in this Article 3, the Company makes no other representation or warranty of any kind, express or implied, and each of MAMP Parties acknowledges that it has not relied upon any other such representation or warranty

  • Sole Representations and Warranties Except for the representations and warranties contained in this Section 5, the Purchaser makes no representation or warranty to the Company, express or implied, in connection with the transactions contemplated by this Agreement.

  • Seller’s Warranties and Representations Seller hereby represents and warrants to Buyer as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.