Common use of Title; Encumbrances Clause in Contracts

Title; Encumbrances. ASSIGNOR WILL CONVEY THE PROPERTY TO ASSIGNEE SUBJECT TO ALL ROYALTIES, OVERRIDING ROYALTIES, BURDENS, ENCUMBRANCES, AND SURFACE RIGHTS CREATED PRIOR TO JANUARY 1, 2004, AND WITHOUT WARRANTY OF TITLE, EXPRESS OR IMPLIED, OTHER THAN A WARRANTY THAT IT HAS NOT TRANSFERRED ANY INTEREST IN THE PROPERTY OR CREATED ANY NEW LIEN OR ENCUMBRANCE AGAINST ANY OF THE PROPERTY ON OR AFTER JANUARY 1, 2004. SPECIFICALLY WITH RESPECT TO THE PERMITS AND EASEMENTS, ASSIGNOR EXPRESSLY DISCLAIMS, AND ASSIGNEE HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT ASSIGNOR OWNS THE PERMITS AND EASEMENTS, THAT THEY ARE IN FORCE AND EFFECT; THAT THEY MAY BE ASSIGNED; THAT THEY ARE CONTIGUOUS; THAT THE EQUIPMENT LIES WITHIN THE PERMITS AND EASEMENTS; OR THAT THEY GRANT THE RIGHT TO LAY, MAINTAIN, REPAIR, REPLACE, OPERATE, CONSTRUCT, OR REMOVE THE EQUIPMENT. ASSIGNOR EXPRESSLY DISCLAIMS, AND ASSIGNEE HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT THERE ARE ANY PERMITS AND EASEMENTS IN FORCE AND EFFECT WITH RESPECT TO THE EQUIPMENT. If necessary, ASSIGNEE shall secure its own rights to operate and maintain the Equipment on the lands of others at its own expense.

Title; Encumbrances. ASSIGNOR WILL CONVEY SELLER SELLS AND TRANSFERS THE PROPERTY TO ASSIGNEE BUYER SUBJECT TO ALL ROYALTIES, OVERRIDING ROYALTIES, BURDENS, BURDENS AND ENCUMBRANCES, AND SURFACE RIGHTS CREATED PRIOR TO JANUARY 1, 2004, AND WITHOUT WARRANTY OF TITLETITLE EXPRESS, EXPRESS STATUTORY, OR IMPLIED, OTHER THAN A WARRANTY EXCEPT BY, THROUGH AND UNDER SELLER AND AS SET FORTH IN THIS SECTION 5.1. SELLER HEREBY WARRANTS THAT IT SELLER HAS NOT TRANSFERRED ALLOWED ANY INTEREST LIENS, MORTGAGES, SECURITY INTERESTS AND SIMILAR ENCUMBRANCES TO BE PLACED ON THE REAL PROPERTY INTERESTS WHICH ARE INCLUDED IN THE ASSETS. SELLER HEREBY WARRANTS GOOD AND DEFENSIBLE TITLE TO THE REAL PROPERTY BY, THROUGH AND UNDER SELLER BUT NOT OTHERWISE AND AGREES TO INDEMNIFY AND SAVE BUYER HARMLESS, INCLUDING WITHOUT LIMITATION FOR REASONABLE ATTORNEY'S FEES, FEES OF EXPERTS AND COURT COSTS, FROM AND AGAINST ALL ADVERSE CLAIMS TO THE TITLE TO THE REAL PROPERTY INCLUDED IN THE ASSETS BY THROUGH OR CREATED UNDER SELLER. SELLER AGREES THAT BUYER IS HEREBY SUBROGATED TO ANY NEW LIEN OR ENCUMBRANCE AND ALL RIGHTS THAT SELLER MAY HAVE AGAINST ANY PREDECESSOR OF THE PROPERTY ON OR AFTER JANUARY 1, 2004. SPECIFICALLY SELLER WITH RESPECT TO TITLE TO THE PERMITS REAL PROPERTY INCLUDED IN THE ASSETS OR CLAIMS AGAINST SUCH TITLE. SELLER HEREBY REPRESENTS AND EASEMENTS, ASSIGNOR EXPRESSLY DISCLAIMS, AND ASSIGNEE HEREBY WAIVESWARRANTS THAT TO THE BEST OF ITS KNOWLEDGE, ALL WARRANTIES ROYALTIES, OVERRIDING ROYALTIES, BURDENS AND REPRESENTATIONS THAT ASSIGNOR OWNS THE PERMITS AND EASEMENTS, THAT THEY ENCUMBRANCES ARE IN FORCE AND EFFECT; THAT THEY MAY BE ASSIGNED; THAT THEY ARE CONTIGUOUS; THAT THE EQUIPMENT LIES WITHIN THE PERMITS AND EASEMENTS; OR THAT THEY GRANT THE RIGHT TO LAY, MAINTAIN, REPAIR, REPLACE, OPERATE, CONSTRUCT, OR REMOVE THE EQUIPMENT. ASSIGNOR EXPRESSLY DISCLAIMS, AND ASSIGNEE HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT THERE ARE ANY PERMITS AND EASEMENTS IN FORCE AND EFFECT WITH RESPECT TO THE EQUIPMENT. If necessary, ASSIGNEE shall secure its own rights to operate and maintain the Equipment on the lands of others at its own expenseDISCLOSED.

Title; Encumbrances. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CERTIFICATES BEING DELIVERED AT CLOSING PURSUANT TO SECTION 6.3, AND THE SPECIAL WARRANTY OF TITLE IN THE ASSIGNMENT DOCUMENTS AND THE OIL AND GAS LEASE, ASSIGNOR WILL CONVEY THE PROPERTY TO ASSIGNEE SUBJECT TO ALL ROYALTIES, AGREEMENTS WITH RESPECT TO ROYALTIES, OVERRIDING ROYALTIES, BURDENS, LIENS, ENCUMBRANCES, AND SURFACE RIGHTS CREATED PRIOR TO JANUARY 1, 2004RIGHTS, AND WITHOUT WARRANTY OF TITLE, EXPRESS EXPRESS, STATUTORY OR IMPLIED. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, OTHER THAN THE CERTIFICATES BEING DELIVERED AT CLOSING PURSUANT TO SECTION 6.3, AND THE SPECIAL WARRANTY OF TITLE IN THE ASSIGNMENT DOCUMENTS AND THE OIL AND GAS LEASE, IT IS UNDERSTOOD AND AGREED THAT ANY STATEMENT OF INTERESTS IN EXHIBIT A OF THIS AGREEMENT OR IN THE ASSIGNMENT DOCUMENTS TO BE EXECUTED AT CLOSING IS NOT A WARRANTY THAT IT HAS NOT TRANSFERRED ANY OR REPRESENTATION BY ASSIGNOR REGARDING ASSIGNOR’S OWNERSHIP INTEREST IN THE PROPERTY PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CERTIFICATES BEING DELIVERED AT CLOSING PURSUANT TO SECTION 6.3, AND THE SPECIAL WARRANTY OF TITLE IN THE ASSIGNMENT DOCUMENTS AND THE OIL AND GAS LEASE, ASSIGNOR MAKES NO REPRESENTATION REGARDING, AND SHALL HAVE NO LIABILITY FOR, ANY FAILURE TO MAINTAIN ANY LEASE OR CREATED ANY NEW LIEN OR ENCUMBRANCE AGAINST ANY PORTION THEREOF IN ACCORDANCE WITH ITS TERMS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CERTIFICATES BEING DELIVERED AT CLOSING PURSUANT TO SECTION 6.3, AND THE SPECIAL WARRANTY OF TITLE IN THE PROPERTY ON OR AFTER JANUARY 1ASSIGNMENT DOCUMENTS AND THE OIL AND GAS LEASE, 2004. (i) SPECIFICALLY WITH RESPECT TO THE PERMITS AND EASEMENTS, ASSIGNOR EXPRESSLY DISCLAIMS, AND ASSIGNEE HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT ASSIGNOR OWNS THE PERMITS AND EASEMENTS, THAT THEY ARE IN FORCE AND EFFECT; , THAT THEY MAY BE ASSIGNED; , THAT THEY ARE CONTIGUOUS; , THAT THE EQUIPMENT LIES WITHIN THE PERMITS AND EASEMENTS; , OR THAT THEY GRANT THE RIGHT TO LAY, MAINTAIN, REPAIR, REPLACE, OPERATE, CONSTRUCT, OR REMOVE THE EQUIPMENT. EQUIPMENT AND (ii) ASSIGNOR EXPRESSLY DISCLAIMS, AND ASSIGNEE HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT THERE ARE ANY PERMITS AND EASEMENTS IN FORCE AND EFFECT WITH RESPECT TO THE EQUIPMENT. If necessary, ASSIGNEE shall secure its own rights to operate and maintain the Equipment on the lands of others at its own expense.

Title; Encumbrances. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CERTIFICATES BEING DELIVERED AT CLOSING PURSUANT TO SECTION 6.3, AND THE SPECIAL WARRANTY OF TITLE IN THE ASSIGNMENT DOCUMENTS AND THE OIL AND GAS LEASE, ASSIGNOR WILL CONVEY THE PROPERTY TO ASSIGNEE SUBJECT TO ALL ROYALTIES, AGREEMENTS WITH RESPECT TO ROYALTIES, OVERRIDING ROYALTIES, BURDENS, LIENS, ENCUMBRANCES, AND SURFACE RIGHTS CREATED PRIOR TO JANUARY 1, 2004RIGHTS, AND WITHOUT WARRANTY OF TITLE, EXPRESS EXPRESS, STATUTORY OR IMPLIED. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, OTHER THAN THE CERTIFICATES BEING DELIVERED AT CLOSING PURSUANT TO SECTION 6.3, AND THE SPECIAL WARRANTY OF TITLE IN THE ASSIGNMENT DOCUMENTS AND THE OIL AND GAS LEASE, IT IS UNDERSTOOD AND AGREED THAT ANY STATEMENT OF INTERESTS IN EXHIBIT A OF THIS AGREEMENT OR IN THE ASSIGNMENT DOCUMENTS TO BE EXECUTED AT CLOSING IS NOT A WARRANTY THAT IT HAS NOT TRANSFERRED ANY OR REPRESENTATION BY ASSIGNOR REGARDING ASSIGNOR’S OWNERSHIP INTEREST IN THE PROPERTY PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CERTIFICATES BEING DELIVERED AT CLOSING PURSUANT TO SECTION 6.3, AND THE SPECIAL WARRANTY OF TITLE IN THE ASSIGNMENT DOCUMENTS AND THE OIL AND GAS LEASE, ASSIGNOR MAKES NO REPRESENTATION REGARDING, AND SHALL HAVE NO LIABILITY FOR, ANY FAILURE TO MAINTAIN ANY LEASE OR CREATED ANY NEW LIEN OR ENCUMBRANCE AGAINST ANY PORTION THEREOF IN ACCORDANCE WITH ITS TERMS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CERTIFICATES BEING DELIVERED AT CLOSING PURSUANT TO SECTION 6.3, AND THE SPECIAL WARRANTY OF TITLE IN THE PROPERTY ON OR AFTER JANUARY 1, 2004. ASSIGNMENT DOCUMENTS AND THE OIL AND GAS LEASE, (i) SPECIFICALLY WITH RESPECT TO THE PERMITS AND EASEMENTS, ASSIGNOR EXPRESSLY DISCLAIMS, AND ASSIGNEE HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT ASSIGNOR OWNS THE PERMITS AND EASEMENTS, THAT THEY ARE IN FORCE AND EFFECT; , THAT THEY MAY BE ASSIGNED; , THAT THEY ARE CONTIGUOUS; , THAT THE EQUIPMENT LIES WITHIN THE PERMITS AND EASEMENTS; , OR THAT THEY GRANT THE RIGHT TO LAY, MAINTAIN, REPAIR, REPLACE, OPERATE, CONSTRUCT, OR REMOVE THE EQUIPMENT. EQUIPMENT AND (ii) ASSIGNOR EXPRESSLY DISCLAIMS, AND ASSIGNEE HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT THERE ARE ANY PERMITS AND EASEMENTS IN FORCE AND EFFECT WITH RESPECT TO THE EQUIPMENT. If necessary, ASSIGNEE shall secure its own rights to operate and maintain the Equipment on the lands of others at its own expense.

Title; Encumbrances. ASSIGNOR WILL CONVEY SELLER SELLS AND TRANSFERS THE PROPERTY TO ASSIGNEE BUYER SUBJECT TO ALL ROYALTIES, OVERRIDING ROYALTIES, BURDENS, BURDENS AND ENCUMBRANCES, AND SURFACE RIGHTS CREATED PRIOR TO JANUARY 1, 2004, AND WITHOUT WARRANTY OF TITLETITLE EXPRESS, EXPRESS STATUTORY, OR IMPLIED, OTHER THAN A WARRANTY THAT IT EXCEPT BY, THROUGH AND UNDER SELLER AND AS SET FORTH IN THIS SECTION 4.1.. SELLER HEREBY WARRANTS SELLER HAS NOT TRANSFERRED ALLOWED ANY INTEREST IN LIENS, MORTGAGES, SECURITY INTERESTS AND SIMILAR ENCUMBRANCES TO BE PLACED ON THE PROPERTY. SELLER HEREBY WARRANTS GOOD AND DEFENSIBLE TITLE TO THE PROPERTY BY, THROUGH AND UNDER SELLER BUT NOT OTHERWISE AND AGREES TO INDEMNIFY AND SAVE BUYER HARMLESS, INCLUDING WITHOUT LIMITATION FOR REASONABLE ATTORNEY'S FEES, FEES OF EXPERTS AND COURT COSTS, FROM AND AGAINST ALL ADVERSE CLAIMS TO THE TITLE TO THE PROPERTY BY THROUGH OR UNDER SELLER. SELLER AGREES THAT BUYER IS HEREBY SUBROGATED TO ANY AND ALL RIGHTS THAT SELLER MAY HAVE AGAINST ANY PREDECESSOR OF SELLER WITH RESPECT TO TITLE TO THE PROPERTY OR CREATED ANY NEW LIEN OR ENCUMBRANCE CLAIMS AGAINST ANY OF THE PROPERTY ON OR AFTER JANUARY 1, 2004SUCH TITLE. SPECIFICALLY WITH RESPECT SELLER HEREBY REPRESENTS AND WARRANTS THAT TO THE PERMITS AND EASEMENTS, ASSIGNOR EXPRESSLY DISCLAIMS, AND ASSIGNEE HEREBY WAIVESBEST OF ITS KNOWLEDGE, ALL WARRANTIES ROYALTIES, OVERRIDING ROYALTIES, BURDENS AND REPRESENTATIONS THAT ASSIGNOR OWNS THE PERMITS AND EASEMENTS, THAT THEY ENCUMBRANCES ARE IN FORCE AND EFFECT; THAT THEY MAY BE ASSIGNED; THAT THEY ARE CONTIGUOUS; THAT THE EQUIPMENT LIES WITHIN THE PERMITS AND EASEMENTS; OR THAT THEY GRANT THE RIGHT TO LAY, MAINTAIN, REPAIR, REPLACE, OPERATE, CONSTRUCT, OR REMOVE THE EQUIPMENT. ASSIGNOR EXPRESSLY DISCLAIMS, AND ASSIGNEE HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT THERE ARE ANY PERMITS AND EASEMENTS IN FORCE AND EFFECT WITH RESPECT TO THE EQUIPMENT. If necessary, ASSIGNEE shall secure its own rights to operate and maintain the Equipment on the lands of others at its own expenseDISCLOSED.

Title; Encumbrances. ASSIGNOR WITHOUT LIMITING THE SPECIAL WARRANTY OF TITLE SET FORTH IN SECTION 3.2.11, SELLER WILL CONVEY THE PROPERTY TO ASSIGNEE BUYER SUBJECT TO ALL EXISTING ROYALTIES, OVERRIDING ROYALTIES, BURDENS, LIENS, ENCUMBRANCES, AND SURFACE RIGHTS CREATED PRIOR TO JANUARY 1, 2004RIGHTS, AND WITHOUT WARRANTY OF TITLE, EXPRESS EXPRESS, STATUTORY OR IMPLIED. WITHOUT LIMITING THE SPECIAL WARRANTY OF TITLE SET FORTH IN SECTION 3.2.11, OTHER THAN IT IS UNDERSTOOD AND AGREED THAT ANY STATEMENT OF INTERESTS IN EXHIBIT A OF THIS AGREEMENT OR IN THE ASSIGNMENT DOCUMENTS TO BE EXECUTED AT CLOSING IS NOT A WARRANTY THAT IT HAS NOT TRANSFERRED ANY OR REPRESENTATION BY SELLER REGARDING SELLER’S OWNERSHIP INTEREST IN THE PROPERTY PROPERTY. SELLER MAKES NO REPRESENTATION REGARDING, AND SHALL HAVE NO LIABILITY FOR, ANY FAILURE TO MAINTAIN ANY LEASE OR CREATED ANY NEW LIEN OR ENCUMBRANCE AGAINST ANY OF THE PROPERTY ON OR AFTER JANUARY 1, 2004PORTION THEREOF IN ACCORDANCE WITH ITS TERMS. SPECIFICALLY WITH RESPECT TO THE PERMITS AND EASEMENTS, ASSIGNOR SELLER EXPRESSLY DISCLAIMS, AND ASSIGNEE BUYER HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT ASSIGNOR SELLER OWNS THE PERMITS AND EASEMENTS, THAT THEY ARE IN FORCE AND EFFECT; , THAT THEY MAY BE ASSIGNED; , THAT THEY ARE CONTIGUOUS; , THAT THE EQUIPMENT LIES WITHIN THE PERMITS AND EASEMENTS; , OR THAT THEY GRANT THE RIGHT TO LAY, MAINTAIN, REPAIR, REPLACE, OPERATE, CONSTRUCT, OR REMOVE THE EQUIPMENT. ASSIGNOR SELLER EXPRESSLY DISCLAIMS, AND ASSIGNEE BUYER HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT THERE ARE ANY PERMITS AND EASEMENTS IN FORCE AND EFFECT WITH RESPECT TO THE EQUIPMENT. If necessary, ASSIGNEE BUYER shall secure its own rights to operate and maintain the Equipment on the lands of others at its own expense.

Title; Encumbrances. ASSIGNOR WILL CONVEY SELLER CONVEYS THE PROPERTY TO ASSIGNEE PURCHASER SUBJECT TO THE PERMITTED ENCUMBRANCES (AS DEFINED IN SECTION 5.6.1(b)), ALL ROYALTIES, OVERRIDING ROYALTIES, BURDENS, ENCUMBRANCES, AND SURFACE RIGHTS CREATED PRIOR TO JANUARY 1, 2004RIGHTS, AND WITHOUT WARRANTY OF TITLEWARRANTS TITLE TO THE LEASES, EXPRESS OR IMPLIED, OTHER THAN A WARRANTY THAT IT HAS NOT TRANSFERRED ANY INTEREST BUT ONLY AS TO THE PRODUCING FORMATIONS IN THE PROPERTY OR CREATED ANY NEW LIEN OR ENCUMBRANCE INDIVIDUAL PROPERTIES, AGAINST ANY OF ALL CLAIMS ARISING BY, THROUGH AND UNDER SELLER, BUT NOT OTHERWISE. NOTWITHSTANDING THE PROPERTY ON OR AFTER JANUARY 1FOREGOING, 2004. SPECIFICALLY WITH RESPECT TO THE PERMITS AND EASEMENTS, ASSIGNOR SELLER EXPRESSLY DISCLAIMS, AND ASSIGNEE PURCHASER HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT ASSIGNOR ANY OF THE LEASES IS VALID AND HAS NOT BEEN FORFEITED OR OTHERWISE LOST BY OPERATION OF THE TERMS OF THE LEASE. FURTHERMORE, WITH RESPECT TO THE EASEMENTS, RIGHTS-OF-WAY AND PERMITS FOR THE PIPELINES AND WATER MANAGEMENT FACILITIES COMPRISING A PART OF THE PROPERTY, SELLER EXPRESSLY DISCLAIMS, AND PURCHASER HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT SELLER OWNS THE PERMITS AND EASEMENTS, RIGHTS-OF-WAY AND PERMITS; THAT THEY ARE IN FORCE AND EFFECT; THAT THEY MAY BE ASSIGNED; THAT THEY ARE CONTIGUOUS; THAT SELLER IS IN COMPLIANCE WITH THE EQUIPMENT LIES TERMS OF THE EASEMENTS, RIGHTS-OF-WAY AND PERMITS; THAT THE PIPELINES AND WATER MANAGEMENT FACILITIES LIE WITHIN THE PERMITS EASEMENTS, RIGHTS-OF-WAY AND EASEMENTSPERMITS; OR THAT THEY GRANT THE RIGHT TO LAY, MAINTAIN, REPAIR, REPLACE, OPERATE, CONSTRUCT, OR REMOVE THE EQUIPMENTPIPELINES AND WATER MANAGEMENT FACILITIES. ASSIGNOR SELLER EXPRESSLY DISCLAIMS, AND ASSIGNEE PURCHASER HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT THERE ARE ANY EASEMENTS, RIGHTS-OF-WAY, OR PERMITS AND EASEMENTS IN FORCE AND EFFECT WITH RESPECT TO THE EQUIPMENTPIPELINES AND WATER MANAGEMENT FACILITIES. If necessary, ASSIGNEE PURCHASER shall secure its own rights to operate and maintain the Equipment pipelines and Water Management Facilities on the lands of others at its own expense.