Common use of Special Warranty of Title Clause in Contracts

Special Warranty of Title. The transfer of the Assets by Seller to Buyer shall be accomplished with five (5) Assignments and Bills of Sale (each an “Assignment”): the Assignment conveying an undivided 18% of Seller’s interest in Piceance Basin Assets that is effective as of the Effective Time shall be in the form of Exhibit D-1; the Assignment covering the Wind River Assets effective as of the Effective Time shall be in the form of Exhibit D-2; the Assignment covering the Powder River Assets effective as of the Effective Time shall be in the form of Exhibit D-3; the Assignment transferring an additional undivided 3% of Seller’s interest in the Piceance Basin Assets effective as of January 1, 2014 shall be in the form of Exhibit D-4; the Assignment transferring an additional undivided 3% of Seller’s interest in the Piceance Basin Assets effective as of January 1, 2015 shall be in the form of Exhibit D-5; and the Assignment transferring an additional undivided 2% of Seller’s interest in the Piceance Basin Assets effective as of January 1, 2016 shall be in the form of Exhibit D-6. A special warranty deed in the form of Exhibit E will be used to convey to Buyer Seller’s fee interest in the Xxxxxxx Office. A special mineral warranty deed in the form of Exhibit E-2 will be used by Seller to convey to Buyer an undivided 18% of Seller’s interest in those fee Hydrocarbon interests among the Piceance Basin Assets. A special warranty mineral deed in a form to be mutually agreed to prior to Closing will be used by Seller to convey to Buyer all of Seller’s fee Hydrocarbon interests among the Wind River Assets and the Powder River Assets, excluding, however, the Deep Rights from the Powder River Assets. Further, with respect to the fee mineral interests among the Piceance Basin Assets, an additional undivided 3% interest will be conveyed effective January 1, 2014, an additional undivided 3% interest will be conveyed effective January 1, 2015 and an additional undivided 2% will be conveyed effective January 1, 2016, all pursuant to special mineral warranty deeds in the forms of Exhibit E-3, Exhibit E-4 and Exhibit E-5, respectively. (Exhibit E-3, Exhibit E-4 and Exhibit E-5 are collectively referred to as “Additional Mineral Deeds.”) (a) At Closing, the Assignments in the form of Exhibit D-4, Exhibit D-5 and Exhibit D-6, shall be delivered to Xxxxx Fargo Bank, National Association, escrow agent (“Escrow Agent”) pursuant to an escrow agreement in the form of Exhibit F that the Parties and Escrow Agent shall execute. The Escrow Agreement shall provide for the delivery to Buyer of each Assignment and each of the Additional Mineral Deeds on the first business day following each respective Effective Time set forth therein; (b) Each Assignment and each mineral deed shall provide for a special warranty of title, by, through, and under Seller, subject to the Permitted Encumbrances and the terms of this Agreement. The term “Permitted Encumbrances” shall mean any of the following matters to the extent the same are valid and subsisting and affect the Assets as of the Effective Time;