Special Warranty of Defensible Title Sample Clauses

Special Warranty of Defensible Title. Notwithstanding anything herein to the contrary, if Closing occurs, then, Seller hereby warrants unto Purchaser Defensible Title as to each Company Lease, Company Unit and Company Well contained in the Company Assets against any Person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under the applicable Company or any of its respective Affiliates, but not otherwise, subject, however, to the Permitted Encumbrances. For purposes of Seller’s foregoing special warranty of Defensible Title, the value of the Company Leases and Company Units set forth in the Lease Annex and of the Company Xxxxx set forth in the Well Annex shall be deemed to be the Allocated Value thereof. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Title Threshold and the Title Deductible shall in no way limit any claim by Purchaser pursuant to this Section 6.8.
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Special Warranty of Defensible Title. Subject to the Permitted Encumbrances, the Company has Defensible Title to and will defend Defensible Title to the Leases and Xxxxx against every Person whomsoever lawfully claiming or purporting to claim the same or any part thereof, in each case, by, through and under the Company or any of its Affiliates but not otherwise. The Parties acknowledge and agree that the foregoing warranty shall constitute and be considered a special warranty of title by, through and under the Company and its Affiliates under applicable laws (and not a general warranty of title).
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Special Warranty of Defensible Title. The Conveyance Documents shall contain a special warranty of Defensible Title by, through, and under Seller or any of its Affiliates. Buyer shall furnish Seller a notice meeting the requirements of Section 4.2(c) setting forth any matters which Buyer intends to assert as a breach of the special warranty of Defensible Title under the Conveyance Documents. Seller shall have a reasonable opportunity, but not the obligation, to cure any breach of such special warranty of Defensible Title prior to the date that is 90 days after Buyer provides written notice of such alleged breach to Seller and Buyer shall reasonably cooperate with any attempt by Seller to cure the same. Any claim for breach of the special warranty of Defensible Title in the Conveyance Documents must be asserted in writing by Buyer on or before December 31, 2022, and shall be limited to the Allocated Value of any such affected Asset, as adjusted under this Agreement (except with respect to breaches of the {JK01396073.28 } special warranty of Defensible Title in the Conveyance Documents for which the Title Defect Amount would have been determined under Section 4.1(d)(2) if brought prior to the Defect Notice Date).
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Special Warranty of Defensible Title. The Assignment shall contain a special warranty of Defensible Title by, through, and under Seller, but not otherwise. Buyer shall furnish Seller a notice meeting the requirements of Section 4.2
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Special Warranty of Defensible Title. The Assignment delivered at Closing will contain a special warranty of Defensible Title as to such Seller’s interest in the Xxxxx, Leases, Tracts, Rights-of-Way and Personal Property by the applicable Seller, subject, however, to the Permitted Encumbrances. For the avoidance of doubt, any claim by Buyer under each Seller’s special warranty of Defensible Title in the Assignment shall not be subject to the Individual Title Threshold or the Title Deductible but shall not exceed the Allocated Value of the affected Asset and any claims for such breach must be asserted within the applicable statute of limitations. Any such claims not asserted within the applicable statute of limitations shall be deemed to be Assumed Obligations.
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Special Warranty of Defensible Title. The Assignment(s) delivered at Closing will contain a special warranty of Defensible Title by, through and under Seller and its Affiliates, subject, however, to the Permitted Encumbrances, but not otherwise. From and after the Closing and without limitation of Section 11.1 or Section 11.2, the special warranty of Defensible Title set forth in this Assignment(s) shall, to the fullest extent permitted by applicable Law, be the exclusive right and remedy of Buyer with respect to title to the Assets. Except for the special warranty of Defensible Title set forth in the Assignment(s), Buyer, without limitation of Section 11.1 or Section 11.2, on behalf of itself and its successors, assigns and insurers, from and after the Closing releases, remises and forever discharges Seller from any and all claims, demands, damages, losses, costs, liabilities, interest or causes of action whatsoever, in Law or in equity, known or unknown, which Buyer might now or subsequently may have, based on, relating to or arising out of, any failure to have Defensible Title or other deficiency in or Encumbrance on title to any Asset.
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Special Warranty of Defensible Title. Each Assignment delivered at Closing will contain a special warranty of Defensible Title as to such Seller’s interest in the Xxxxx, Leases, Tracts, Rights-of-Way and Personal Property by the applicable Seller, subject, however, to the Permitted Encumbrances; provided, however, no Seller makes, and the Assignments delivered at Closing will not contain, any warranty of Defensible Title as to the Hypothetical DSUs. For the avoidance of doubt, any claim by Buyer under each Seller’s special warranty of Defensible Title in the applicable Assignment shall not be subject to the Individual Title Threshold or the Title Defect Deductible but shall not exceed the Allocated Value of the affected Asset and any claims for such breach must be asserted within the applicable statute of limitations. Any such claims not asserted within the applicable statute of limitations shall be deemed to be Assumed Obligations.
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Special Warranty of Defensible Title. Buyer is not entitled to protection under Seller’s special warranty of Defensible Title contained in any of the Conveyances against any Title Defect that is asserted by Buyer in a Title Defect Notice in accordance with this Article 7, regardless of the outcome of such assertion and whether such assertion is subsequently withdrawn or otherwise. As to any Title Defect claim by a third party after Closing that properly invokes the Special Warranty 34 of Defensible Title provided by Seller under any of the Conveyances, Buyer may file a claim against Seller to enforce its rights thereunder. Recovery by Buyer for any breach by Seller of the special warranty of Defensible Title contained in any of the Conveyances, together with any downward adjustments to the Base Purchase Price by the applicable Title Defect Amount, shall not exceed the Allocated Value of the affected Well and/or Inventory Location. To assert a claim for breach of Seller’s special warranty of Defensible Title contained in any of the Conveyances, Buyer shall be required to provide a Title Defect Notice to Seller meeting the requirements of Section 7.3, which shall set forth the matters asserted to have resulted in such a breach. Seller shall have a reasonable opportunity (but not the obligation) to cure any breach of Seller’s special warranty of Defensible Title set forth in the Conveyances asserted by Buyer pursuant to this Section 7.8, and Buyer shall reasonably cooperate with any such curative attempt by Seller.
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Special Warranty of Defensible Title 
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Related to Special Warranty of Defensible Title

  • Special Warranty of Title Seller shall warrant and defend the title to the Properties conveyed to Buyer against every person whomsoever lawfully claiming the Properties or any part thereof by, through or under Seller or its Affiliate, but not otherwise.

  • Warranty of Title Seller warrants that at the time of signing this Agreement, Seller neither knows, nor has reason to know, of the existence of any outstanding title or claim of title hostile to the rights of Seller in the goods.

  • Title to Properties; Encumbrances Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which each Acquired Company acquired all real property, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or each Acquired Company and relating to such property or interests. Each Acquired Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by such Acquired Company or reflected as owned in the books and records of such Acquired Company, including all of the properties and assets reflected in the Latest Balance Sheet (except for personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by each Acquired Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of each Acquired Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by each Acquired Company lie wholly within the boundaries of the real property owned by each Acquired Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

  • Warranty of Quality Contractor warrants that all products furnished under this Agreement shall meet the specifications set forth in this Agreement. Contractor shall replace any goods and/or services that do not meet the specifications of this Agreement at no cost to the District in time to minimize disruption to the District. To the extent Contractor is unable to provide replacement products meeting the specifications of this Agreement in time to minimize disruption to the District, the District may order replacement products from another vendor and charge Contractor for the difference between the price listed in Schedule A of this Agreement and the price paid by the District to another vendor to obtain substitute goods, in addition to holding Contractor in breach of this Agreement and exercising any other rights or remedies the District may have at law, including the termination of this Agreement.

  • WARRANTY OF TITLE TO GAS 1. Seller warrants the title to all gas delivered hereunder and the right to sell the same and that such gas shall be free and clear from all liens and adverse claims.

  • Warranty Against Encumbrances Seller warrants that the goods are now free, and at the time of delivery shall be free, from any security interest or other lien or encumbrance.

  • Environmental Warranties Except as previously disclosed in the SEC Disclosure Documents, as of the Closing Date: (a) all facilities and Property (including underlying groundwater) owned, operated or leased by the Borrower are in material compliance with all Environmental Laws, except for such instances of noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (b) there have been no past, and there are no pending or threatened: (i) claims, complaints, notices or requests for information received by the Borrower with respect to any alleged violation of any Environmental Law or, (ii) complaints, notices or inquiries to the Borrower regarding potential liability under any Environmental Law; except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on or under any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect; (d) the Borrower has been issued and is in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for its businesses, except where the failure to maintain or comply with any of the foregoing is not reasonably likely to have a Material Adverse Effect during the term of this Agreement; (e) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property now or previously owned, operated or leased by the Borrower, singly or in aggregate, that are reasonably likely to have a Material Adverse Effect; (f) the Borrower has not directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of Federal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower for any remedial work, damage to natural resources or personal injury, including claims under CERCLA that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; (g) there are no polychlorinated biphenyls or friable asbestos present at any Property now or previously owned, operated or leased by the Borrower that, singly or in the aggregate, are reasonably likely to have a Material Adverse Effect during the term of this Agreement; and (h) no conditions exist at, on or under any Property now or previously owned or leased by the Borrower which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, which would have a Material Adverse Effect during the term of this Agreement.

  • Special Warranty When its Underlying Agreement involves public transportation operations and is supported with federal assistance appropriated or made available for 49 U.S.C. § 5311, U.S. DOL will provide a Special Warranty for its Award, including its Award of federal assistance under the Tribal Transit Program. The Recipient agrees that its U.S. DOL Special Warranty is a condition of the Underlying Agreement and the Recipient must comply with its terms and conditions.

  • Title to Properties; Absence of Liens and Encumbrances (a) The Acquiror Schedules list each item of real property consisting of over 15,000 square feet owned by Acquiror. The Acquiror Schedules list all real property leases relating to properties consisting of over 40,000 square feet to which Acquiror is a party and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) that would give rise to a claim in an amount greater than $100,000. (b) Acquiror has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in Acquiror Financials or in the Acquiror Schedules and except for liens for taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby.

  • SPECIAL WARRANTY DEED For the consideration of Ten Dollars and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, XXXXX-HARVARD VENTURES, LLC, a Delaware limited liability company (“Grantor”), hereby grants and conveys to MESA COBRE HOLDING CORPORATION, a Delaware corporation, with an address of 000 X. Xxxxxxxx Xx., Xxxxx 000 Xxxx Xxxxxx, Xxxxxxx 00000 (“Grantee”), all of Grantor’s right, title and interest in and to the following real property situated in Pinal County, Arizona, together with all and singular the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereof (including water rights) or in anywise appertaining thereto, and together with all buildings and improvements located thereon and any right, title, and interest of Grantor in and to adjacent streets, alleys, strips, gores, and rights of way: SEE EXHIBIT “A” ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE SUBJECT TO existing taxes, assessments, liens, encumbrances, covenants, conditions, restrictions, rights of way and easements of record. And Grantor hereby binds itself and its successors to warrant and defend the title, as against all acts by, through and under Grantor herein and no other, subject to the matters above set forth. DATED this _____ day of __________________________________, 2023. Xxxxx-Harvard Ventures, LLC, a Delaware limited liability company By: LEGENDS GP LLC, an Arizona limited liability company Its: Manager By: HARVARD INVESTMENTS, INC., a Nevada corporation Its: Manager By: Its: By: Its: STATE OF ARIZONA ) ) ss. County of Maricopa ) The foregoing instruments was acknowledged before me this _______ day of ______________, 2023, by ______________________________, the ___________________ of Xxxxx-Harvard Ventures, LLC, a Delaware limited liability company. Notary Public My Commission Expires: _____________________________ 404 AGREEMENTS ALTA DUE DILIGENCE REPORTS LEASE AGREEMENTS PAD