Material Title Defect has the meaning assigned such term in Section 8.12(a).
Material Title Defect as used herein shall mean any defect that (i) would prevent Seller from assigning record title to Seller's interest in a Lease to Buyer free of claims and defects other than Permitted Encumbrances (as such term is hereinafter defined); or (ii) would prevent Seller from assigning Seller's interest in a Lease to Buyer free of all mortgages, liens, encumbrances, or other security interests; or (iii) would prevent Seller from assigning Seller's interest in a Lease to Buyer free from pending claims, litigation, or threatened litigation, and shall also include any condition determined to be a Recognized Environmental Condition under any Site Assessment (as such term is hereinafter defined) performed by Buyer pursuant to the provisions of Paragraph 7.F. The term “Permitted Encumbrances” as used herein shall mean such claims and/or defects which are customarily acceptable to a knowledgeable purchaser of oil and gas interests in the area in which the Leases and Property are located and which do not prevent Buyer from entering upon the Leases and Property to conduct customary exploration and production activities. Buyer and Seller specifically agree that the following are Permitted Encumbrances: (a) defects or irregularities arising out of lack of proof of authority 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 the proper representative capacity) or a variation in corporate or entity name, unless Buyer provides affirmative evidence that such action was not authorized and results in another Person’s superior claim of title to the relevant Property; (b) defects or irregularities in acknowledgements; (c) defects or irregularities arising out of the lack of recorded powers of attorney from corporations to execute and deliver documents on their behalf; (d) defects or irregularities that have been cured or remedied by applicable statutes of limitation or statutes for prescription; (e) defects or irregularities in the chain of title consisting of the failure to recite marital status in documents or omissions of heirship proceedings; (f) defects or irregularities resulting from or related to probate proceedings or the lack thereof which defects or irregularities have been outstanding for five (5) years or more; (g) defects or irregularities in the statutory root of title arising out of the lack of a survey; (h) failure to obtain ratification of poo...
Material Title Defect means any condition of title that will materially interfere with Buyer's operation of a Transferred Asset in the manner in which the Company has historically operated such asset. Without limiting the generality of the foregoing, "Material Title Defect" shall include any of the following to the extent that it will materially interfere with Buyer's operation of a Transferred Asset in the manner in which the Company has historically operated such asset: (i) lack of access to any Real Property for the benefit of Buyer, (ii) material violations of zoning laws or regulations, (iii) zoning or building restrictions, and (iv) easements, rights of way and servitudes for the benefit of third Persons.
Examples of Material Title Defect in a sentence
The Survey for each Collateral Property delivered to Administrative Agent in connection with this Agreement does not fail to reflect any material matter affecting such Collateral Property or any Material Title Defect.
For a period of sixty (60) days from the Effective Date (“Buyer’s Title Review Period”), Seller shall afford to Buyer and its authorized representatives reasonable access during normal business hours to the office, personnel and books and records of Seller in order for Buyer to conduct a title examination as it may in its sole discretion choose to conduct with respect to the Property in order to determine whether a Material Title Defect (as defined below, and whether one or more) exists.
Should Buyer fail to give such effective notice to Seller of a Material Title Defect within the time provided, Buyer shall be deemed to have waived any such Material Title Defect.
At Closing, the Purchase Price shall be reduced as provided in Paragraph 7.A. for any Lease excluded from this Agreement as a result of a Material Title Defect which is not waived by Buyer and which Seller does not elect to cure, reduced as provided in Paragraph 7.D. for any reduction in net leasehold acres or leasehold net revenue interest actually delivered by Seller in any Lease, and increased as provided in Paragraph 7.E. for any additional net leasehold acres delivered by Seller in any Lease.
To be effective, Buyer's written notice shall include both a brief description of the matter constituting the asserted Material Title Defect and supporting documents reasonably necessary for Seller to verify the existence of such asserted Material Title Defect.
More Definitions of Material Title Defect
Material Title Defect means any Title Defect in respect of the WCBU Assets identified by the Purchaser and described in a notice provided to the Vendors pursuant to Clause 8.4(a) of the WCBU Assets affected thereby, where the value by which the WCBU Assets affected by such Title Defect has been reduced by such Title Defect, taking into account the likelihood that such Title Defect will manifest itself, and the Purchaser’s reasonable requirements for remedying such Title Defect is estimated by the Purchaser, acting reasonably and in good faith, to exceed [***] US Dollars (USD $[***]).
Material Title Defect means, with respect to the Sale Property taken as a whole, any defect or encumbrance in the state of title that would be deemed a material defect with respect to Purchaser’s Intended Development based on the standards prevailing among institutional real estate purchasers and lenders (e.g., that would materially and adversely effect the marketability, financeability, value, or continued use and operation of Purchaser’s Intended Development). For the avoidance of doubt, neither (a) minor encroachments onto easements or setbacks contained within or affecting the Seller’s Overall Property, nor (b) encroachments of structures or improvements intended to be demolished or removed in connection with Purchaser’s Intended Development, nor (c) uses or structures or amount of parking which are legal nonconforming, shall constitute a Material Title Defect.
Material Title Defect means any Title Defect in respect of the WCBU Assets identified by the Purchaser and described in a notice provided to the Vendors pursuant to Clause 8.4(a) of the WCBU Assets affected thereby, where the value by which the WCBU Assets affected by such Title Defect has been reduced by such Title Defect, taking into account the likelihood that such Title Defect will manifest itself, and the Purchaser’s reasonable requirements for remedying such Title Defect is estimated by the Purchaser, acting reasonably and in good faith, to exceed US Dollars (USD $ ). [REDACTED - Indemnity Threshold Amount]
Material Title Defect means any Title Defect identified by the Purchaser where the value by which the Assets affected by the Title Defect has been reduced as a consequence of the Title Defect, is estimated by the Purchaser, acting reasonably and in good faith, to exceed fifty thousand Dollars ($50,000.00);
Material Title Defect means a defect in the condition of title of the Rear Parcel or the Center Property created by Cable subsequent to the date of the PTR other than a Permitted Title Exception, which is not cured by Cable in accordance with the provisions regarding notice and opportunity to cure as set forth in the definition of Breach. McDonald's Covenant is defined in Section 3.
Material Title Defect means an actual or potential defect, deficiency, discrepancy or adverse claim in or affecting the title of the Vendor or its interests in and to any of the Assets which:
Material Title Defect shall include any matter affecting title which a reasonable person would consider to be a serious defect but shall not include imposition of any Institutional Controls on the Property by ADEC arising from the Prior Contamination.