Title Warranty. Assignor warrants that:
a. Except as specifically set forth in the Purchase and Sale Agreement described in Article 10. below or under the contracts and agreements listed in Exhibit 1 to this Assignment, and further except as a consequence of the formation of a unit, neither Assignor nor any parent, subsidiary or affiliate of Assignor during their respective periods of ownership has (A) executed any deed, conveyance, assignment or other instrument as an assignor, grantor, sublessor or in another capacity or (B) has breached any obligation under any Lease that would (i) result in Assignee's being entitled to receive less than the net revenue interest for any Lease, well or unit set forth in Exhibit 1 of all oil and gas in, under, and that may be produced, saved and marketed from or attributable to such Lease, well or unit, or (ii) obligate Assignee to bear the costs and expenses relating to the maintenance, development and operation of such Lease, well or unit in an amount greater than the working interest for such Lease, well or unit set forth in Exhibit 1, unless the net revenue interest attributable to said working interest is increased by a proportionate or greater amount; and
b. Except as specifically set forth in the Purchase and Sale Agreement described in Article 10. below or under the contracts and agreements listed in Exhibit 1 to this Assignment, the Assets are free of all liens, security interests and encumbrances; (the limited warranty set forth in subparagraphs (a) and (b) above shall hereinafter be referred to as the Special Limited Warranty ). Assignor shall convey the Assets with no warranty whatsoever other than the Special Limited Warranty, but with full substitution and subrogation to Assignee in and to all covenants, agreements, representations and warranties made by others heretofore given or made in connection with the Assets or any part thereof.
Title Warranty. The Seller warrants and guarantees that legal title to, and ownership of, the Equipment shall be free and clear of any and all liens, security interests, claims or other encumbrances when title thereto passes to the Buyer.
Title Warranty. Seller warrants Buyer full, clear, and unrestricted title to all Goods furnished by Seller or their sub-suppliers in performance of the Order free and clear of any and all liens, restrictions, security interests and encumbrances. Seller will pass to Buyer all warranties made to Seller by the manufacturer of the products, with such warranties to inure to and be enforceable by the end user as well as Buyer. Seller represents and warrants that all materials, goods and/or services, delivered under this Order shall be merchantable and free from all defects in material and workmanship, shall be fit for their intended purpose, and shall strictly conform to the specifications, if any. If this Order relates to the purchase of a chemical product, then Seller also represents and warrants that Seller has fully disclosed to Buyer all material information known to Seller regarding risks to human and animal health and the environment that may be associated with the use, exposure to or disposal of that product.
Title Warranty. Vendor has the lawful right, power, and authority to license the Software.
Title Warranty. SELLER SHALL CONVEY SELLER'S INTERESTS IN AND TO THE ASSETS TO BUYER AS PROVIDED IN THE FORM OF CONVEYANCE, ASSIGNMENT AND XXXX OF SALE ATTACHED AS EXHIBIT “C” HERETO. THE CONVEYANCE, ASSIGNMENT AND XXXX OF SALE SHALL BE MADE WITHOUT WARRANTY OF TITLE, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WITHOUT RECOURSE, EVEN AS TO THE RETURN OF THE PURCHASE PRICE OR OTHER CONSIDERATION, EXCEPT THAT SELLER SHALL WARRANT TITLE TO THE ASSETS WITHIN THE DELHI XXXX XXXXXX UNIT (AND ONLY SUCH ASSETS) AGAINST ALL CLAIMS, LIENS, BURDENS AND ENCUMBRANCES ARISING BY, THROUGH OR UNDER SELLER, BUT NOT OTHERWISE AND NOT WITH RESPECT TO ANY IMPAIRMENT OR FAILURE OF TITLE RELATED TO ANY LACK OF PRODUCTION IN PAYING QUANTITIES. THE CONVEYANCE, ASSIGNMENT AND XXXX OF SALE SHALL BE MADE WITH FULL SUBSTITUTION AND SUBROGATION TO BUYER IN AND TO ALL COVENANTS AND WARRANTIES BY OTHERS HERETOFORE GIVEN OR MADE TO SELLER WITH RESPECT TO THE ASSETS. IMBALANCES WITH RESPECT TO OIL OR NATURAL GAS ARE GOVERNED BY ARTICLE 18 HEREOF. THE PARTIES AGREE THAT THE EXISTENCE OF ANY SUCH IMBALANCES SHALL NOT BE DEEMED A TITLE DEFECT.
Title Warranty. Seller shall warrant that the Plant(s) and any Equipment and related services are delivered hereunder free from any and all rightful, legitimate and proven claims, demands, liens and/or encumbrances of title. If any failure to comply with this warranty appears at any time, Buyer will give prompt written notice to Seller, and Seller shall defend the title thereto and save Buyer harmless from or reimburse all losses, damages and liabilities of every kind, arising in connection with such failure. This warranty shall be extended during the period of such title defense without limit as to time.
Title Warranty. BROCADE warrants that title to all Products and ASIC Firmware delivered to McDATA by BROCADE shall be free and clear of all liens, encumbrances or other restrictions.
Title Warranty. Mortgagor warrants, represents, covenants and agrees that the Mortgaged Properties are free and clear of all liens, security interests and other Encumbrances, subject only to the Permitted Encumbrances and that, to Mortgagor’s knowledge, Mortgagor is lawfully seized of the estates and interests granted to Mortgagor under the Leases. This Mortgage is subject to (but in no event shall this Mortgage be an assumption of) the Permitted Encumbrances, in each case to the extent and only for so long as the same are valid and subsisting and affect title to the Mortgaged Properties; provided, that the foregoing is not intended to, and shall not, subordinate the lien created hereby.
Title Warranty. Lessor represents and warrants that Lessor is the owner of fee simple absolute title to the Leased Premises, has good and indefeasible title to the Leased Premises and to all Materials in, on and under said Leased Premises. Furthermore, Lessor covenants that Lessor has the unrestricted right to enter into and fully perform this Lease Agreement, subject to the pre-existing rights of holders of servitudes, rights of way, easements, restrictions and mineral interests, that are recorded or which are set forth in Exhibit B, attached hereto. Exhibit B, together with recorded documents of the character referenced in this paragraph, comprise all the pre-existing rights of holders of servitudes, rights of way, easements, restrictions and mineral interests to the present knowledge of Lessor, its officers, partners, agents, servants, and employees. Should there be other recorded documents or unrecorded documents of the kind and character referenced in this paragraph that exist and are presented for enforcement during the Lease Term or any part of thereof which result in the interference of Lessees rights under this’ Lease Agreement, Lessee, at its sole option, shall have the right, as its exclusive remedy, to cancel without penalty the remainder of the Lease Agreement.
Title Warranty. 10 10.7 LIMITATION....................................... 10
