Title Defect. The term “Title Defect,” as used in this Agreement, means any encumbrance, encroachment, irregularity, defect in or objection to Seller’s ownership of any Asset (excluding Permitted Encumbrances) that causes Seller not to have Defensible Title to that Asset. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as a Title Defect: (a) defects or irregularities arising out of lack of corporate authorization or a variation in corporate name, unless Buyer provides affirmative evidence that such corporate action or variation was not authorized and results in another Person’s Claim of title to the relevant Asset; (b) defects or irregularities that have been cured or remedied by the passage of time, including applicable statues of limitation and statutes for prescription or preemption; (c) defects or irregularities in the chain of title consisting of the failure to recite marital status in documents; (d) defects or irregularities in title to Leases that have been producing for over five (5) years which for such period of five (5) years or more have not delayed or prevented Seller (and/or Seller’s predecessors, if owned by Seller less than five (5) years) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings, the lack of probate proceedings, or the omission of heirship proceedings, if the defects or irregularities have been outstanding for a period equal to the statue of limitations applicable to the defect or irregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularity; or (f) conventional rights of reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rights.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Kodiak Oil & Gas Corp)
Title Defect. The term “Title Defect,” as used in this Agreement, means any encumbrance, encroachment, irregularity, defect in or objection to Seller’s ownership of any Asset (excluding Permitted Encumbrances) that causes Seller not to have Defensible Title to that Asset. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as a Title Defect: (a) defects or irregularities arising out of lack of corporate authorization or a variation in corporate name, unless Buyer provides affirmative evidence that such corporate action or variation was not authorized and results in another Person’s Claim superior claim of title to the relevant Asset; (b) defects or irregularities that have been cured or remedied by the passage of time, including applicable statues of limitation and statutes for prescription or preemption; (c) defects or irregularities in the chain of title consisting of the failure to recite marital status in documentsdocuments or omissions of heirship proceedings; (d) defects or irregularities in title to Leases that have been producing for over five (5) years which for such a period of five seven (57) years or more have not delayed or prevented Seller (and/or or Seller’s predecessorspredecessor, if owned by Seller less than five seven (57) years) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings, proceedings or the lack of probate proceedings, or the omission of heirship proceedings, proceedings if the defects or irregularities have been outstanding for a period equal to the statue of limitations applicable to the defect seven (7) years or irregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularitymore; or (fe) conventional rights of or reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rightsrights and any defect or irregularity as would normally be waived by Persons engaged in the oil and gas business when purchasing producing properties.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Legacy Reserves Lp)
Title Defect. The term “Title Defect,” as used in this Agreement, means any encumbrance, encroachment, irregularity, defect in or objection to Sellerthe Company’s or RNR’s ownership of any Asset (excluding Permitted Encumbrances) that causes Seller the Company or RNR not to have Defensible Title to that Asset. In evaluating whether a matter constitutes a Title Defect, due consideration shall be given to whether such matter is of the type expected to be encountered in the area involved as determined by reasonable and prudent operators and is customarily acceptable to reasonable and prudent operators in such area. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as a Title Defect: (a) defects or irregularities arising out of lack of corporate authorization or a variation in corporate name, unless Buyer provides affirmative evidence that such corporate action or variation was not authorized and results in another Person’s Claim superior claim of title to the relevant Asset; (b) defects or irregularities that have been cured or remedied by possession under the passage of time, including applicable statues statutes of limitation and statutes for prescription or preemption; (c) defects or irregularities in the early chain of title consisting of the failure to recite marital status in documentsdocuments or omissions of heirship proceedings, unless Buyer provides affirmative evidence that such failure or omission results in another Person’s superior claim of title to the relevant Asset; (d) defects or irregularities in title to Leases that have been producing for over five (5) years which for such period of five (5) years or more have not delayed or prevented Seller (and/or Seller’s predecessors, if owned by Seller less than five (5) years) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings, proceedings or the lack of probate proceedings, or the omission of heirship proceedings, proceedings if the defects or irregularities have been outstanding for a period equal to the statue of limitations applicable to the defect five (5) years or irregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularitymore; or (f) to the extent not exercised as of the Execution Date or the Closing Date, conventional rights of or reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rightsrights and any defect or irregularity as would normally be waived by Persons engaged in the oil and gas business when purchasing producing properties.
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Samples: Membership Interest and Asset Purchase Agreement (Resolute Energy Corp)
Title Defect. The term “Title Defect,” as used in this Agreementmeans, means with respect to a Lease, any lien, encumbrance, encroachmentadverse claim, irregularitydefault, expiration, failure, defect in or objection to record title (other than Permitted Encumbrances), that alone or in combination with other defects or matters renders Seller’s ownership of any Asset (excluding Permitted Encumbrances) that causes Seller not title to have the Lease less than Defensible Title to that AssetTitle. Notwithstanding any other provision in this Agreement to the contraryforegoing, the following matters a Title Defect shall not constituteinclude (i) defects in the early chain of title consisting of failure to recite marital status or the omission of succession or heirship proceedings, and shall not be asserted as a Title Defect: (aii) defects or irregularities arising out of lack of corporate authorization or a variation in corporate nameprior oil and gas leases which, unless Buyer provides affirmative evidence that such corporate action or variation was not authorized and results in another Person’s Claim of title on their face, expired more than ten (10) years prior to the relevant Asset; Initial Closing, and which have not been released of record, (biii) defects or irregularities that have been cured or remedied by arising out of the passage lack of timea survey, including applicable statues of limitation and statutes for prescription or preemption; (civ) defects or irregularities in the chain of title consisting arising out of the failure lack of recorded powers of attorney from corporations to recite marital status in documents; execute and deliver documents on their behalf, (dv) defects or irregularities cured by possession under applicable statutes of limitation, (vi) proof of representative capacity on behalf of a corporation, partnership, limited liability company or trust, unless it is clear from other documentation that a signatory party has not signed a document in title the proper representative capacity, (vii) consents to Leases that have been producing for over five (5) years which for such period of five (5) years or more have not delayed or prevented Seller (and/or Seller’s predecessors, if owned by Seller less than five (5) years) from receiving its Net Revenue Interest share assign any of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings, the lack of probate proceedings, or the omission of heirship proceedings, Leases if the defects or irregularities have been outstanding for a period equal failure to obtain such consent (A) does not render the statue of limitations applicable to the defect or irregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets Lease subject to such defect consent void or irregularity; voidable, (B) does not render the assignment of the Lease subject to such consent void, invalid or unenforceable, (C) requires a payment of a fee, or (fD) conventional rights has been denied in writing by the holder of reassignment normally actuated by an intent such consent, (viii) outstanding deeds of trust and mortgage liens burdening the interests of any lessor under any of the Leases, unless there is evidence that that the mortgagee or lien holder has asserted a default under any such deed of trust or mortgage and has or intends to abandon or release a Lease exercise foreclosure proceedings, and requiring (ix) any Title Defect for which written notice is not provided to Seller prior to the holders expiration of such rightsthe Defect Notice Date.
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Title Defect. The term “Title Defect,” as As used in this Agreement, the term “Title Defect” means any lien, charge, encumbrance, encroachmentobligation (including contract obligation), irregularitydefect, defect or other matter (including without limitation a discrepancy in Net Revenue Interest or objection to Seller’s ownership of any Asset (excluding Permitted EncumbrancesWorking Interest) that causes Seller not to have Defensible Title to that Asseta breach of Seller’s representation in Section 4.1(a). Notwithstanding any other provision in this Agreement to the contraryforegoing, the following matters shall not constitute, and shall not be asserted as a considered Title Defect: Defects:
(a1) defects based solely on lack of information in connection with documents filed of record not contained in Seller’s files;
(2) defects in the chain of title consisting of the mere failure to recite marital status in a document or irregularities omissions of successions of heirship or estate proceedings, unless Buyer provides clear and convincing evidence that such failure or omission has resulted in another person’s actual and superior claim of title to the relevant Asset;
(3) defects arising out of lack of survey, unless a survey is expressly required by applicable laws or regulations;
(4) defects asserting a change in Working Interest or Net Revenue Interest based on a change in drilling and spacing units, tract allocation or other changes in pool or unit participation occurring after the Effective Time by a party other than the Seller;
(5) defects arising out of lack of corporate or other entity authorization or a variation in corporate name, unless Buyer provides affirmative evidence that such corporate or other entity action or variation was not authorized and results in another Personperson’s Claim actual and superior claim of title to the relevant Asset; ;
(b6) defects based on failure to record Leases issued by the BLM, MMS or irregularities any state, or any assignments of record title or operating rights in such Leases, in the real property, conveyance or other records of the county or parish in which such Lease is located;
(7) defects based on the fact that certain Assets are owned by PGR Partners, LLC (“PGR Partners”) rather than Seller, it being expressly provided that the ownership of such Assets by PGR Partners will be subject to the same terms and conditions concerning Title Defects that are applicable to Seller; and
(8) defects that have been cured or remedied by the passage applicable laws of timelimitations, including applicable statues of limitation and statutes for prescription or preemption; (c) defects or irregularities in the chain of title consisting of the failure to recite marital status in documents; (d) defects or irregularities in title to Leases that have been producing for over five (5) years which for such period of five (5) years or more have not delayed or prevented Seller (and/or Seller’s predecessors, if owned by Seller less than five (5) years) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings, the lack of probate proceedings, or the omission of heirship proceedings, if the defects or irregularities have been outstanding for a period equal to the statue of limitations applicable to the defect or irregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularity; or (f) conventional rights of reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rightsotherwise.
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Samples: Purchase and Sale Agreement (Delta Petroleum Corp/Co)
Title Defect. The term “Title Defect,” as used in this Agreement, means shall mean: (a) any material encumbrance, encroachment, irregularity, or defect in or objection to Seller’s ownership of any Asset (expressly excluding Permitted Encumbrances) that causes Seller not to have Defensible Title to such Asset; or (b) any default by Seller under a lease, farmout agreement or other contract or agreement that would (i) have a material adverse affect on the operation, value or use of such Asset, (ii) prevent Seller from receiving the proceeds of production attributable to Seller’s interest therein or (iii) result in cancellation of Seller’s interest therein. Notwithstanding any other provision The term “Title Defect,” as used in this Agreement to the contraryAgreement, the following matters shall not constitute, and shall not be asserted as a Title Defectinclude: (a) defects or irregularities arising out of Defects based solely on Buyer’s assertion that Seller’s files lack of corporate authorization or a variation in corporate nameinformation, unless but information not within Seller’s files may, as provided herein, be relied upon by Buyer provides affirmative evidence that such corporate action or variation was not authorized to evaluate and results in another Person’s Claim of title to constitute the relevant Assetbasis for an alleged Title Defect; (b) defects or irregularities that have been cured or remedied by the passage of time, including applicable statues of limitation and statutes for prescription or preemption; (c) defects or irregularities Defects in the early chain of title consisting of the failure to recite marital status in documentsa document or omissions of successors of heirship or estate proceedings, unless Buyer provides a reasonable basis for the assertion that such failure or omission has resulted in a third party’s actual and superior claim of title to the affected Asset; (c) Defects arising out of lack of survey; (d) defects Defects arising out of lack of corporate or irregularities other entity authorization unless Buyer provides a reasonable basis for the assertion that the action was not authorized and that such lack of authorization results in a third party’s actual and superior claim of title to Leases that have been producing for over five (5) years which for such period of five (5) years or more have not delayed or prevented Seller (and/or Seller’s predecessors, if owned by Seller less than five (5) years) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or wellaffected Asset; (e) defects Defects that are defensible by possession under applicable statutes of limitations for adverse possession or irregularities resulting from for prescription; (f) title requirements customarily considered as advisory or related to probate proceedings, the lack which are customarily waived as a matter of probate proceedings, or the omission of heirship proceedingsprudent business judgment, if the defects or irregularities have been outstanding for a period equal to the statue of limitations applicable to the defect or irregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularity; or (f) conventional rights of reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders net cumulative effect of such rightsburdens does not operate to render Seller’s title in any Asset less than Defensible Title.
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Samples: Purchase and Sale Agreement (Ameriwest Energy Corp.)
Title Defect. The term “Title Defect,” as used in this Agreement, means any encumbrance, encroachment, irregularity, defect in or objection to Seller’s ownership of any Asset (excluding Permitted Encumbrances) that causes Seller not to have Defensible Title to that Asset. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as a Title Defect: (a) defects or irregularities arising out of lack of corporate authorization or a variation in corporate name, unless Buyer provides affirmative evidence that such corporate action or variation was not authorized and results in another Person’s Claim superior claim of title to the relevant Asset; (b) defects or irregularities that have been cured or remedied by the passage of time, including applicable statues statutes of limitation and statutes for prescription or preemption; (c) defects or irregularities in the chain of title consisting of the failure to recite marital status in documentsdocuments or omissions of heirship proceedings; (d) defects or irregularities in title to Leases that have been producing for over five (5) years which for such period of five (5) years or more have not delayed or prevented Seller (and/or or Seller’s predecessors, if owned by Seller less than five (5) years) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings, proceedings or the lack of probate proceedings, or the omission of heirship proceedings, proceedings if the defects or irregularities have been outstanding for a period equal to the statue of limitations applicable to the defect five (5) years or irregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularitymore; or (f) conventional rights of or reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rightsrights and any defect or irregularity as would normally be waived by Persons engaged in the oil and gas business when purchasing producing properties.
Appears in 1 contract
Title Defect. The term “Title Defect,” as used in this Agreement, means shall mean: (a) any encumbrance, encroachment, irregularity, or defect in or objection to Seller’s ownership of any Asset (expressly excluding Permitted Encumbrances) that causes Seller not to have Defensible Title to such Asset; or (b) any default by Seller under a lease, farmout agreement or other contract or agreement that would (i) have a material adverse affect on the operation, value or use of such Asset, (ii) prevent Seller from receiving the proceeds of production attributable to Seller’s interest therein or (iii) result in cancellation of Seller’s interest therein. Notwithstanding any other provision The term “Title Defect,” as used in this Agreement to the contraryAgreement, the following matters shall not constitute, and shall not be asserted as a Title Defectinclude: (a) defects or irregularities arising out of Defects based solely on Buyer’s assertion that Seller’s files lack of corporate authorization or a variation in corporate nameinformation, unless but information not within Seller’s files may, as provided herein, be relied upon by Buyer provides affirmative evidence that such corporate action or variation was not authorized to evaluate and results in another Person’s Claim of title to constitute the relevant Assetbasis for an alleged Title Defect; (b) defects or irregularities that have been cured or remedied by the passage of time, including applicable statues of limitation and statutes for prescription or preemption; (c) defects or irregularities Defects in the early chain of title consisting of the failure to recite marital status in documentsa document or omissions of successors of heirship or estate proceedings, unless Buyer provides a reasonable basis for the assertion that such failure or omission has resulted in a third party’s actual and superior claim of title to the affected Asset; (c) Defects arising out of lack of survey; (d) defects Defects arising out of lack of corporate or irregularities other entity authorization unless Buyer provides a reasonable basis for the assertion that the action was not authorized and that such lack of authorization results in a third party’s actual and superior claim of title to Leases that have been producing for over five (5) years which for such period of five (5) years or more have not delayed or prevented Seller (and/or Seller’s predecessors, if owned by Seller less than five (5) years) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or wellaffected Asset; (e) defects or irregularities resulting from or related to probate proceedings, the lack of probate proceedings, or the omission of heirship proceedings, if the defects or irregularities have been outstanding for a period equal to the statue Defects that are defensible by possession under applicable statutes of limitations applicable to the defect for adverse possession or irregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularityfor prescription; or (f) conventional rights title requirements customarily considered as advisory or which are customarily waived as a matter of reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rightsprudent business judgment.
Appears in 1 contract
Title Defect. The term “Title Defect,” as used in this Agreement, means any encumbrance, encroachment, irregularity, defect in or objection to Seller’s ownership of any Asset (excluding Permitted Encumbrances) that causes Seller not to have Defensible Title to that Asset. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as a Title Defect: (a) defects or irregularities arising out of lack of corporate authorization or a variation in corporate name, unless Buyer provides affirmative evidence that such corporate action or variation was not authorized and results in another Person’s Claim superior claim of title to the relevant Asset; (b) defects or irregularities that have been cured or remedied by the passage of time, including applicable statues of limitation and statutes for prescription or preemption; (c) defects or irregularities in the chain of title consisting of the failure to recite marital status in documentsdocuments or omissions of heirship proceedings; (dc) defects or irregularities in title to Leases that have been producing for over five (5) years which for such period of five (5) years or more have not delayed or prevented Seller (and/or or Seller’s predecessors, if owned by Seller less than five (5) years) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or well; (ed) defects or irregularities resulting from or related to probate proceedings, proceedings or the lack of probate proceedings, or the omission of heirship proceedings, proceedings if the defects or irregularities have been outstanding for a period equal to the statue of limitations applicable to the defect twenty (20) years or irregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularitymore; or (fe) conventional rights of reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rights.or
Appears in 1 contract
Title Defect. The term “Title Defect,” as used in this Agreement, means any lien, encumbrance, encroachment, irregularityclaim, defect in or objection to Seller’s ownership of any Asset (real property title, excluding Permitted Encumbrances) , that causes Seller not renders the Seller’s title to have any Well less than Defensible Title to Title, provided however, that Asset. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as a considered Title DefectDefects: (ai) defects based on a gap in Seller’s chain of title in the applicable county records, unless such gap is affirmatively shown to exist in such records by an abstract of title, title opinion or irregularities lxxxxxx’x title chain provided to Seller in connection with the respective Title Defect Notice; (ii) defects arising out of lack of corporate or other entity authorization or variance in entity name; (iii) defects arising out of lack of a variation survey, unless a survey is expressly required by applicable Laws; (iv) defects that are defensible by possession under applicable Laws of limitations, adverse possession or prescription; (v) defects resulting from the failure to record releases of liens, production payments, mortgages or deeds of trust that have expired by their own terms or the enforcement of which are barred by applicable statutes of limitation; (vi) defects that affect only which party has the right to receive royalty payments (rather than the amount or the proper payment of such royalty payment); (vii) defects in corporate namethe chain of title based upon (1) the lack of formal or informal probate proceedings, heirship proceedings, or similar proceedings, (2) the failure to recite marital status in any instrument, or to secure execution of any instrument by the owner of a dower or homestead interest, or (3) the use of an affidavit of heirship or similar instrument of record to provide evidence of the death of an individual in the chain of title and their heirs or successors in interest, in each case, unless Buyer provides affirmative evidence that such corporate action or variation was defect results in another party’s superior claim of title; (viii) defects based solely on lack of information in Seller’s files; (ix) defects arising from any prior oil and gas lease relating to the Lands not authorized being released of record, unless Buyer provides affirmative evidence that such prior oil and gas lease is still in effect and results in another Personparty’s Claim superior claim of title to the relevant Assettitle; (bx) defects arising out of a change in drilling or irregularities that have been cured spacing units, tract allocation or remedied by other changes in pool or unit participation occurring after the passage of time, including applicable statues of limitation and statutes for prescription or preemption; (c) defects or irregularities in the chain of title consisting of the failure to recite marital status in documents; (d) defects or irregularities in title to Leases that have been producing for over five (5) years which for such period of five (5) years or more have not delayed or prevented Seller (and/or Seller’s predecessors, if owned by Seller less than five (5) years) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings, the lack of probate proceedings, or the omission of heirship proceedings, if the defects or irregularities have been outstanding for a period equal to the statue of limitations applicable to the defect or irregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularityExecution Date; or (fxi) conventional rights defects commonly encountered in the oil and gas industry in the geographic area in which the Assets are located that would not be considered material by a reasonably prudent operator of reassignment normally actuated by an intent to abandon or release a Lease oil and requiring notice gas wxxxx in such area with knowledge of all the facts known to the holders Parties and appreciation of such rightstheir legal significance.
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Title Defect. The term “Title Defect,” as As used in this Agreement, the term “Title Defect” means any lien, charge, encumbrance, encroachmentobligation (including contract obligation), irregularitydefect, defect or other matter (including without limitation a material discrepancy in the net leasehold acreage) that, alone or objection to Seller’s ownership of any Asset (excluding Permitted Encumbrances) that in combination with other Title Defects, causes Seller Purchaser not to have Defensible Title in and to the Units, Xxxxx, or Leasehold Interest shown in Exhibits A and B. Notwithstanding the foregoing, the following shall not be considered Title Defects:
1. defects based solely on (i) lack of information in the Seller’s files, or (ii) references to a document(s) if such document(s) is not in Seller’s files;
2. defects in the chain of title prior to January 1, 1950;
3. defects arising out of lack of corporate or other entity authorization unless Purchaser provides affirmative evidence that Assetthe action was not authorized and results in another party’s actual and superior claim of title to the relevant Property;
4. defects based on failure to record oil and gas leases issued by any state, or any assignments of record title or operating rights in such leases, in the real property, conveyance or other records of the county in which such Property is located;
5. defects based on a gap in Seller’s chain of title in the county records as to fee oil and gas leases, unless such gap is affirmatively shown to exist in such records by an abstract of title, title opinion or xxxxxxx’x title chain which documents shall be included in a Title Defect Notice;
6. defects that have been cured by applicable laws of limitations or prescription;
7. any delay in delivering an assignment earned under a farmout, participation or similar agreement unless Purchaser provides affirmative evidence that the farmor or other third party record title holder has refused to deliver such assignment; and
8. defects disclosed to or known by Purchaser and/or its affiliates prior to the execution of this Agreement. Notwithstanding any other provision anything in this Agreement to the contrary, the following matters shall not constitute, and failure of title with regard to any particular lease shall not be asserted as deemed a Title Defect: (a) defects or irregularities arising out of lack of corporate authorization or a variation in corporate name, unless Buyer provides affirmative evidence that such corporate action or variation was not authorized and results in another Person’s Claim of title to the relevant Asset; (b) defects or irregularities that have been cured or remedied by the passage of time, including applicable statues of limitation and statutes for prescription or preemption; (c) defects or irregularities in the chain of title consisting of the failure to recite marital status in documents; (d) defects or irregularities in title to Leases that have been producing for over five (5) years which for such period of five (5) years or more have not delayed or prevented Seller (and/or Seller’s predecessors, if owned by Seller less than five (5) years) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings, the lack of probate proceedings, or the omission of heirship proceedings, if the defects Assets include Seller’s interest in one or irregularities have been outstanding for more protection leases covering all of the same mineral rights as the failed lease that would otherwise constitute a period equal to the statue of limitations applicable to the defect or irregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularity; or (f) conventional rights of reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rightsTitle Defect.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Ignis Petroleum Group, Inc.)
Title Defect. The term “Title Defect,” as used in this Agreement, means any encumbrance, encroachment, irregularity, defect in or objection to Seller’s ownership of any Asset (excluding Permitted Encumbrances) that causes Seller not to have Defensible Title to that Asset. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as a Title Defect: (a) defects or irregularities arising out of lack of corporate authorization or a variation in corporate name, unless Buyer provides affirmative evidence that such corporate action or variation was not authorized and results in another Person’s Claim superior claim of title to the relevant Asset; provided, however, notwithstanding anything herein to the contrary, to the extent such a defect or irregularity arises, Seller shall use reasonable efforts to help Buyer cure such defect or irregularity; (b) defects or irregularities that have been cured or remedied by the passage of time, including applicable statues statutes of limitation and statutes for prescription or preemption; (c) defects or irregularities in the chain of title consisting of the failure to recite marital status in documentsdocuments or omissions of heirship proceedings; (d) defects or irregularities in title to Leases that have been producing for over five (5) years which for such period of five (5) years or more have not delayed or prevented Seller (and/or Seller’s predecessors, if owned by Seller less than five (5) years) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings, proceedings or the lack of probate proceedings, or the omission of heirship proceedings, proceedings if the defects or irregularities have been outstanding for a period equal to the statue of limitations applicable to the defect five (5) years or irregularity, unless Buyer provides evidence that a competing chain of title exists as to the Assets subject to such defect or irregularitymore; or (fe) conventional rights of or reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rightsrights and any defect or irregularity as would normally be waived by Persons engaged in the oil and gas business when purchasing producing properties.
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Title Defect. The term “Title Defect,” as used in this Agreement, means any encumbrance, encroachment, irregularity, defect in or objection to Seller’s 's ownership of any Asset (excluding Permitted Encumbrances) that causes Seller not to have Defensible Title to that Asset. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as a Title DefectDefect or a breach of Seller's special warranty of title in the Assignment: (a) defects or irregularities arising out of a lack of corporate authorization evidence of, or other defects with respect to, authorization, execution, delivery or acknowledgment of documents, or a variation in corporate name, unless Buyer provides affirmative evidence that such corporate action or variation was not authorized and matter results in another Person’s Claim 's superior claim of title to the relevant Asset; (b) defects or irregularities that have been cured or remedied by the passage of time, including applicable statues statutes of limitation and statutes for prescription or preemption; (c) defects or irregularities in the chain of title consisting of the failure to recite marital status in documentsdocuments or omissions of heirship proceedings, unless Buyer provides reasonable evidence that such failure has resulted in another Person's superior claim of title; (d) defects or irregularities in title to Leases that have been producing for over five (5) years which for such a period of five seven (57) years or more have not delayed or prevented Seller (and/or or Seller’s predecessors's predecessor, if owned by Seller less than five seven (57) years) from receiving its Seller's Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Seller's Working Interest share from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings, proceedings or the lack of probate proceedings, or the omission of heirship proceedings, proceedings if the defects or irregularities have been outstanding for a period equal to the statue of limitations applicable to the defect seven (7) years or irregularitymore, unless Buyer provides reasonable evidence that a competing chain such failure has resulted in another Person's superior claim of title exists as to the Assets subject to such defect or irregularitytitle; or (f) conventional rights of or reassignment normally actuated by an intent to abandon or release a Lease and requiring notice to the holders of such rights; (g) lack of a survey, unless a survey is required by Law; (h) any failure of the records of any Person to reflect sufficient production or operations to maintain a Lease in force and effect prior to 2006 absent reasonable evidence that such failure has caused such Lease to terminate or would result in a termination of such Lease pending only action by the lessor under such Lease; (i) matters based solely on assertions that Seller's (or the applicable operator's) files lack information (including title opinions); (j) failure of the records of any Governmental Authority (including the United States Bureau of Land Management) to reflect Seller as the owner of an interest in a Lease, provided that the instruments evidencing a chain of title of such interest to Seller are recorded in the real property records of the applicable county; (k) failure to record Leases issued by the United States Bureau of Land Management, the State of New Mexico or any other Governmental Authority in the real property records of the county in which such Leases are located; provided that (i) such Leases are recorded with the United States Bureau of Land Management, the State of New Mexico or such other Governmental Authority, as applicable, and (ii) the instruments evidencing the chain of title to Seller with respect to such Leases are recorded in the real property, conveyance, or other records of the applicable county; (l) unreleased instruments executed prior to the year 2002 (including prior oil, gas and/or mineral leases and mortgages) absent reasonable evidence that such instruments continue in force and effect and constitute a superior claim of title to or valid lien on an Asset; (m) calls on oil and/or gas production under existing Contracts, provided that the holder of such right must pay an indexed-based price for any production purchased by virtue of such call on production; or (n) any defect or irregularity as would normally be waived by Persons engaged in the oil and gas business when purchasing producing properties.
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Title Defect. The term “Title Defect,” as used in this Agreement, means any lien, encumbrance, encroachment, irregularityclaim, defect in or objection to Seller’s ownership of any Asset (real property title, excluding Permitted Encumbrances) , that causes Seller not renders the Seller’s title to have any C/N Tract less than Defensible Title to Title, provided however, that Asset. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as a considered Title DefectDefects: (ai) defects based on a gap in Seller’s chain of title in the applicable county records, unless such gap is affirmatively shown to exist in such records by an abstract of title, title opinion or irregularities xxxxxxx’x title chain provided to Seller in connection with the respective Title Defect Notice; (ii) defects arising out of lack of corporate or other entity authorization or variance in entity name; (iii) defects arising out of lack of a variation survey, unless a survey is expressly required by applicable Laws; (iv) defects that are defensible by possession under applicable Laws of limitations, adverse possession or prescription; (v) defects resulting from the failure to record releases of liens, production payments, mortgages or deeds of trust that have expired by their own terms or the enforcement of which are barred by applicable statutes of limitation; (vi) defects that affect only which party has the right to receive royalty payments (rather than the amount or the proper payment of such royalty payment); (vii) defects in corporate namethe chain of title based upon (1) the lack of formal or informal probate proceedings, heirship proceedings, or similar proceedings, (2) the failure to recite marital status in any instrument, or to secure execution of any instrument by the owner of a dower or homestead interest, or (3) the use of an affidavit of heirship or similar instrument of record to provide evidence of the death of an individual in the chain of title and their heirs or successors in interest, in each case, unless Buyer provides affirmative evidence that such corporate action or variation was not authorized and defect results in another Personparty’s Claim superior claim of title to the relevant AssetC/N Tract; (bviii) defects or irregularities that have been cured or remedied by the passage based solely on lack of time, including applicable statues of limitation and statutes for prescription or preemptioninformation in Seller’s files; (cix) defects or irregularities in the chain of title consisting of the failure to recite marital status in documents; (d) defects or irregularities in title to Leases that have been producing for over five (5) years which for such period of five (5) years or more have not delayed or prevented Seller (and/or Seller’s predecessors, if owned by Seller less than five (5) years) from receiving its Net Revenue Interest share of the proceeds of production and have not caused Seller to bear a share of expenses or costs greater than its Working Interest share arising from any Lease, unit or well; (e) defects or irregularities resulting from or related to probate proceedings, the lack of probate proceedings, or the omission of heirship proceedings, if the defects or irregularities have been outstanding for a period equal prior oil and gas lease relating to the statue Lands not being released of limitations applicable to the defect or irregularityrecord, unless Buyer provides affirmative evidence that a competing chain such prior oil and gas lease is still in effect and results in another party’s superior claim of title exists as to the relevant C/N Tract; (x) defects arising out of a change in drilling or spacing units, tract allocation or other changes in pool or unit participation occurring after the Execution Date; (xi) defects commonly encountered in the oil and gas industry in the geographic area in which the Assets subject to are located that would not be considered material by a reasonably prudent operator of oil and gas xxxxx in such defect or irregularity; or (f) conventional rights area with knowledge of reassignment normally actuated by an intent to abandon or release a Lease and requiring notice all the facts known to the holders Parties and appreciation of such rightstheir legal significance, (x) defects that affect only those depths or formations other than the C/N Formations, and (xi) defects affecting any Asset that does not have an Allocated Value.
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