Common use of Title; Encumbrances Clause in Contracts

Title; Encumbrances. SELLER CONVEYS THE PROPERTY TO PURCHASER SUBJECT TO THE PERMITTED ENCUMBRANCES (AS DEFINED IN SECTION 5.6.1(b)), ALL ROYALTIES, OVERRIDING ROYALTIES, BURDENS, ENCUMBRANCES, AND SURFACE RIGHTS, AND WARRANTS TITLE TO THE LEASES, BUT ONLY AS TO THE PRODUCING FORMATIONS IN THE INDIVIDUAL PROPERTIES, AGAINST ALL CLAIMS ARISING BY, THROUGH AND UNDER SELLER, BUT NOT OTHERWISE. NOTWITHSTANDING THE FOREGOING, SELLER EXPRESSLY DISCLAIMS, AND PURCHASER HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT 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 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 TERMS OF THE EASEMENTS, RIGHTS-OF-WAY AND PERMITS; THAT THE PIPELINES AND WATER MANAGEMENT FACILITIES LIE WITHIN THE EASEMENTS, RIGHTS-OF-WAY AND PERMITS; OR THAT THEY GRANT THE RIGHT TO LAY, MAINTAIN, REPAIR, REPLACE, OPERATE, CONSTRUCT, OR REMOVE THE PIPELINES AND WATER MANAGEMENT FACILITIES. SELLER EXPRESSLY DISCLAIMS, AND PURCHASER HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT THERE ARE ANY EASEMENTS, RIGHTS-OF-WAY, OR PERMITS IN FORCE AND EFFECT WITH RESPECT TO THE PIPELINES AND WATER MANAGEMENT FACILITIES. If necessary, PURCHASER shall secure its own rights to operate and maintain the pipelines and Water Management Facilities on the lands of others at its own expense.

Title; Encumbrances. SELLER CONVEYS 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 PURCHASER ASSIGNEE SUBJECT TO THE PERMITTED ENCUMBRANCES (AS DEFINED IN SECTION 5.6.1(b))ALL ROYALTIES, ALL AGREEMENTS WITH RESPECT TO ROYALTIES, OVERRIDING ROYALTIES, BURDENS, LIENS, ENCUMBRANCES, AND SURFACE RIGHTS, AND WARRANTS WITHOUT WARRANTY OF TITLE, EXPRESS, STATUTORY OR IMPLIED. 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 TO THE LEASES, BUT ONLY AS TO THE PRODUCING FORMATIONS IN THE INDIVIDUAL PROPERTIESASSIGNMENT DOCUMENTS AND THE OIL AND GAS LEASE, AGAINST ALL CLAIMS ARISING BYIT 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 OR REPRESENTATION BY ASSIGNOR REGARDING ASSIGNOR’S OWNERSHIP INTEREST IN THE PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THROUGH AND UNDER SELLER, BUT NOT OTHERWISE. NOTWITHSTANDING THE FOREGOING, SELLER EXPRESSLY DISCLAIMSCERTIFICATES BEING DELIVERED AT CLOSING PURSUANT TO SECTION 6.3, AND PURCHASER HEREBY WAIVESTHE SPECIAL WARRANTY OF TITLE IN THE ASSIGNMENT DOCUMENTS AND THE OIL AND GAS LEASE, ALL WARRANTIES AND REPRESENTATIONS THAT 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 DISCLAIMSASSIGNOR MAKES NO REPRESENTATION REGARDING, AND PURCHASER HEREBY WAIVESSHALL HAVE NO LIABILITY FOR, ALL WARRANTIES AND REPRESENTATIONS THAT SELLER OWNS ANY FAILURE TO MAINTAIN ANY LEASE OR PORTION THEREOF IN ACCORDANCE WITH ITS TERMS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE 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 TERMS OF THE EASEMENTS, RIGHTS-OF-WAY AND PERMITS; THAT THE PIPELINES AND WATER MANAGEMENT FACILITIES LIE WITHIN THE EASEMENTS, RIGHTS-OF-WAY AND PERMITS; OR THAT THEY GRANT THE RIGHT CERTIFICATES BEING DELIVERED AT CLOSING PURSUANT TO LAY, MAINTAIN, REPAIR, REPLACE, OPERATE, CONSTRUCT, OR REMOVE THE PIPELINES AND WATER MANAGEMENT FACILITIES. SELLER EXPRESSLY DISCLAIMSSECTION 6.3, AND PURCHASER HEREBY WAIVES, ALL WARRANTIES THE SPECIAL WARRANTY OF TITLE IN THE ASSIGNMENT DOCUMENTS AND REPRESENTATIONS THAT THERE ARE ANY EASEMENTS, RIGHTS-OF-WAY, OR PERMITS IN FORCE THE OIL AND EFFECT WITH RESPECT TO THE PIPELINES AND WATER MANAGEMENT FACILITIES. If necessary, PURCHASER shall secure its own rights to operate and maintain the pipelines and Water Management Facilities on the lands of others at its own expense.GAS LEASE,

Title; Encumbrances. SELLER CONVEYS ASSIGNOR WILL CONVEY THE PROPERTY TO PURCHASER ASSIGNEE SUBJECT TO THE PERMITTED ENCUMBRANCES (AS DEFINED IN SECTION 5.6.1(b)), ALL ROYALTIES, OVERRIDING ROYALTIES, BURDENS, ENCUMBRANCES, AND SURFACE RIGHTSRIGHTS CREATED PRIOR TO JANUARY 1, 2004, AND WARRANTS TITLE 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 LEASESPERMITS AND EASEMENTS, BUT ONLY AS TO THE PRODUCING FORMATIONS IN THE INDIVIDUAL PROPERTIES, AGAINST ALL CLAIMS ARISING BY, THROUGH AND UNDER SELLER, BUT NOT OTHERWISE. NOTWITHSTANDING THE FOREGOING, SELLER ASSIGNOR EXPRESSLY DISCLAIMS, AND PURCHASER ASSIGNEE HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT ANY OF ASSIGNOR OWNS THE LEASES IS VALID PERMITS 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 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 TERMS OF THE EASEMENTS, RIGHTS-OF-WAY AND PERMITS; THAT THE PIPELINES AND WATER MANAGEMENT FACILITIES LIE EQUIPMENT LIES WITHIN THE PERMITS AND EASEMENTS, RIGHTS-OF-WAY AND PERMITS; OR THAT THEY GRANT THE RIGHT TO LAY, MAINTAIN, REPAIR, REPLACE, OPERATE, CONSTRUCT, OR REMOVE THE PIPELINES AND WATER MANAGEMENT FACILITIESEQUIPMENT. SELLER ASSIGNOR EXPRESSLY DISCLAIMS, AND PURCHASER ASSIGNEE 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 PIPELINES AND WATER MANAGEMENT FACILITIESEQUIPMENT. If necessary, PURCHASER ASSIGNEE shall secure its own rights to operate and maintain the pipelines and Water Management Facilities Equipment on the lands of others at its own expense.

Title; Encumbrances. SELLER CONVEYS 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 PURCHASER ASSIGNEE SUBJECT TO THE PERMITTED ENCUMBRANCES (AS DEFINED IN SECTION 5.6.1(b))ALL ROYALTIES, ALL AGREEMENTS WITH RESPECT TO ROYALTIES, OVERRIDING ROYALTIES, BURDENS, LIENS, ENCUMBRANCES, AND SURFACE RIGHTS, AND WARRANTS WITHOUT WARRANTY OF TITLE, EXPRESS, STATUTORY OR IMPLIED. 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, 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 OR REPRESENTATION BY ASSIGNOR REGARDING ASSIGNOR’S OWNERSHIP INTEREST IN THE 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 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 ASSIGNMENT DOCUMENTS AND THE OIL AND GAS LEASE, (i) SPECIFICALLY WITH RESPECT TO THE LEASESPERMITS AND EASEMENTS, BUT ONLY AS TO THE PRODUCING FORMATIONS IN THE INDIVIDUAL PROPERTIES, AGAINST ALL CLAIMS ARISING BY, THROUGH AND UNDER SELLER, BUT NOT OTHERWISE. NOTWITHSTANDING THE FOREGOING, SELLER ASSIGNOR EXPRESSLY DISCLAIMS, AND PURCHASER ASSIGNEE HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT ANY OF ASSIGNOR OWNS THE LEASES IS VALID PERMITS 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 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 TERMS OF EQUIPMENT LIES WITHIN THE PERMITS AND EASEMENTS, RIGHTS-OF-WAY AND PERMITS; THAT THE PIPELINES AND WATER MANAGEMENT FACILITIES LIE WITHIN THE EASEMENTS, RIGHTS-OF-WAY AND PERMITS; OR THAT THEY GRANT THE RIGHT TO LAY, MAINTAIN, REPAIR, REPLACE, OPERATE, CONSTRUCT, OR REMOVE THE PIPELINES EQUIPMENT AND WATER MANAGEMENT FACILITIES. SELLER (ii) ASSIGNOR EXPRESSLY DISCLAIMS, AND PURCHASER ASSIGNEE 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 PIPELINES AND WATER MANAGEMENT FACILITIESEQUIPMENT. If necessary, PURCHASER ASSIGNEE shall secure its own rights to operate and maintain the pipelines and Water Management Facilities Equipment on the lands of others at its own expense.

Title; Encumbrances. SELLER CONVEYS SELLS AND TRANSFERS THE PROPERTY TO PURCHASER BUYER SUBJECT TO ALL ROYALTIES, OVERRIDING ROYALTIES, BURDENS AND ENCUMBRANCES, AND WITHOUT WARRANTY OF TITLE EXPRESS, STATUTORY, OR IMPLIED, EXCEPT BY, THROUGH AND UNDER SELLER AND AS SET FORTH IN THIS SECTION 4.1.. SELLER HEREBY WARRANTS SELLER HAS NOT ALLOWED ANY LIENS, MORTGAGES, SECURITY INTERESTS AND SIMILAR ENCUMBRANCES TO BE PLACED ON THE PERMITTED ENCUMBRANCES (AS DEFINED IN SECTION 5.6.1(b))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 CLAIMS AGAINST SUCH TITLE. SELLER HEREBY REPRESENTS AND WARRANTS THAT TO THE BEST OF ITS KNOWLEDGE, ALL ROYALTIES, OVERRIDING ROYALTIES, BURDENS, ENCUMBRANCES, BURDENS AND SURFACE RIGHTS, AND WARRANTS TITLE TO THE LEASES, BUT ONLY AS TO THE PRODUCING FORMATIONS IN THE INDIVIDUAL PROPERTIES, AGAINST ALL CLAIMS ARISING BY, THROUGH AND UNDER SELLER, BUT NOT OTHERWISE. NOTWITHSTANDING THE FOREGOING, SELLER EXPRESSLY DISCLAIMS, AND PURCHASER HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT 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 EASEMENTS, RIGHTS-OF-WAY AND PERMITS; THAT THEY ENCUMBRANCES ARE IN FORCE AND EFFECT; THAT THEY MAY BE ASSIGNED; THAT THEY ARE CONTIGUOUS; THAT SELLER IS IN COMPLIANCE WITH THE TERMS OF THE EASEMENTS, RIGHTS-OF-WAY AND PERMITS; THAT THE PIPELINES AND WATER MANAGEMENT FACILITIES LIE WITHIN THE EASEMENTS, RIGHTS-OF-WAY AND PERMITS; OR THAT THEY GRANT THE RIGHT TO LAY, MAINTAIN, REPAIR, REPLACE, OPERATE, CONSTRUCT, OR REMOVE THE PIPELINES AND WATER MANAGEMENT FACILITIES. SELLER EXPRESSLY DISCLAIMS, AND PURCHASER HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT THERE ARE ANY EASEMENTS, RIGHTS-OF-WAY, OR PERMITS IN FORCE AND EFFECT WITH RESPECT TO THE PIPELINES AND WATER MANAGEMENT FACILITIES. If necessary, PURCHASER shall secure its own rights to operate and maintain the pipelines and Water Management Facilities on the lands of others at its own expenseDISCLOSED.