Limited Warranty of Title. Nortel warrants that it will deliver good title to all Hardware sold to Distributor pursuant to this Agreement, free and clear of any claims, liens, encumbrances, or security interests of any kind except any security interest obtained from Distributor by Nortel pursuant to Section 4.2.2(b). The exclusive remedy of Distributor for breach of the warranty contained in this Section 4.4.1 shall be to require Nortel, without cost to Distributor, to promptly clear the title to the Hardware.
Limited Warranty of Title. This Assignment is made without warranty of title, either express or implied, except that Assignor hereby binds itself, its successors and assigns to warrant and forever defend, all and singular, title to the Properties unto Assignee, its successors and assigns, against every person or entity whomsoever lawfully claiming or to claim the Properties by, through, or under Assignor, but not otherwise.
Limited Warranty of Title. Seller represents and warrants that (i) Seller has a perfected security interest in the Sale Assets to the extent a security interest in the Sale Assets can be perfected by the filing of a Uniform Commercial Financing Statement (Form UCC-1) in the office of the California Secretary of State, (ii) Seller has the immediate right to exercise all of its rights and remedies against Borrower and to enforce its security interest in the Sale Assets, and (iii) Seller is conveying to Buyer all of the right, title and interest of the Borrower (to the extent applicable) in the Sale Assets, free and clear of all liens, security interests and encumbrances which are junior and subordinate to the security interests of Seller in the Sale Assets. In this connection, no warranty is made, or defense will be given, as to any claims or liens of contractors with statutory liens or proprietary rights under applicable federal, state or other law.
Limited Warranty of Title. The title to the Assets shall be subject to all matters appearing of record or that can be ascertained by an inspection thereof and shall be conveyed to Buyer without any warranty of title, express or implied, except that Seller will warrant clear title, for its interests in the Property, to Buyer against any action by any party claiming an interest in the Property or any part thereof by, through or under the Seller. The cost of title insurance, if requested by the Buyer, shall be borne by Buyer.
Limited Warranty of Title. The transfer of the Assets to Purchaser shall be without warranty of title of any kind whatsoever, express, implied or statutory, except that Noble does hereby bind and obligate itself and its successors and assigns to warrant and defend, subject to the terms hereof, to the Permitted Encumbrances and to any Title Defects asserted pursuant to Section 3.1, title to the Leasehold Interests set forth on Exhibit “A” hereto, including the Working Interests and Net Revenue Interests as reflected on Exhibit “A-1” for the particular Xxxxx identified thereon (excluding, however, title to or any representation with respect to the contractual working interests and unit interests as reflected in Exhibit “A” and Exhibit “A-1”), unto Purchaser, its successors and assigns, against all persons lawfully claiming or to claim the same or any part thereof by, through or under Noble or its Affiliates, but not otherwise; provided, however, that Noble may offset any breach by Noble of the forgoing warranty by $100,000 and by any unused portion of the Deductible Amount.
Limited Warranty of Title. Except as set forth in the following sentence, the transfer of the Assets to Buyer shall be without warranty of title of any kind whatsoever, express, implied or statutory. As to each Seller, Sellers do hereby bind and obligate themselves and their successors and assigns to warrant and defend, subject to the terms hereof, title to the Assets unto Buyer, its successors and assigns, against all persons lawfully claiming or to claim the same or any part thereof by, through or under such Seller, but not otherwise, subject to Title Defects described in Section 7.01(c)(iii)(y) and Permitted Encumbrances.
Limited Warranty of Title. Each of the BSP I Owners represents and warrants to the BSP II Owners that: (a) as of the date hereof, there are no liens or encumbrances against the Project Premises other than easements, liens and encumbrances of record; and that (b) such Owner has not permitted or suffered any easements, liens or encumbrances to be placed of record against the Project Premises since May 10, 2005.
Limited Warranty of Title. Lessor makes no warranty as to the extent of its ownership or as to its title thereto. It is agreed that Lessee’s recourse against Lessor in the event of failure of title shall not extend beyond the return to the Lessee without interest, of such rentals, royalties, and bonuses received by Lessor from the acreage to which title failed. Lessee at his option may discharge any taxes or other liens caused by acts of the Lessor, upon Lessor’s interest in the leased land and in the event Lessee does so, Lessee shall be subrogated to such liens, with the right to enforce same and may apply rentals and royalties accruing hereunder towards satisfying same. It is agreed that if Lessor owns an interest less than as herein represented, then the rentals and royalties herein provided for to be paid Lessor shall be reduced proportionately.
Limited Warranty of Title. Except as otherwise expressly provided herein, SELLER MAKES NO REPRESENTATIONS AND GIVES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE MINERAL RIGHTS, including, by way of example and not of limitation, any representation about or warranty of lease status and lease terms. By closing on this sale Buyer accepts Xxxxxx’s title and ownership interest “as-is” and accepts all risks of ownership including the risk of failure of title, except for the following limited warranty clause which must be stated on the face of the Mineral Deed given by Seller at closing: This sale and transfer is made subject to a limited warranty of title. If within six months from the date of execution of this Mineral Deed Grantee or Xxxxxxx’s successor in title notifies Grantor in writing that Grantor failed to convey marketable title in the subject mineral rights, and Xxxxxxx presents evidence reasonably establishing such failure of title, then and in that event Grantor, at Grantor’s option, must either (a) defend Xxxxxxx’s title and take such curative measures necessary to vest marketable title in Grantee, or (b) refund to Grantee the full contract price paid by Xxxxxxx to purchase the Mineral Rights. These remedies are exclusive, and GRANTOR MAKES NO REPRESENTATIONS AND GIVES NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
Limited Warranty of Title. Seller agrees to convey the Assets to Buyer with a special warranty of title against all persons claiming by, through or under Seller, but not otherwise. This special warranty of title shall expire one year after the Effective Time; provided, however, that Seller shall have no liability to Buyer under this special warranty for (i) any matter disclosed in or ascertainable from the Material Agreements or (ii) any matter for which a Defect Adjustment has been made and/or (iii) any amount in excess of the Allocated Value for a particular Asset, reduced by the value of production from the affected Asset after the Effective Time, net of lease operating expenses attributable to the Asset for the same period. Seller's indemnification obligations hereunder are subject to the procedures set forth below in Article XIV.
