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 Seller 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 Seller 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
In the event that Buyer gives notice of a valid Material Title Defect within seven (7) days of receipt of said Preliminary Commitment, this Agreement shall terminate without further obligation on the part of either party.
In the event a Material Title Defect is not removed or otherwise cured by Closing, Buyer shal have the option to either (x) terminate this Agreement, in which case the provisions of Article VIII shal apply or (y) waive such Material Title Defects, in which event such Material Title Defects shal be deemed additional Permitted Exceptions and the Closing shal occur as herein provided without any reduction of or credit against the Purchase Price.
It shal not be considered a Material Title Defect that a use or structure (including setbacks) or amount of parking is legal nonconforming as to use or structure (including setbacks) or amount of parking.
If the Parties do not agree, for purposes of Clause 8.4(b), on the existence of a Material Title Defect or the Title Defect Value of an Uncured Title Defect, or whether the efforts of the Vendors to cure such Uncured Title Defect are effective, such dispute may be resolved in accordance with Clause 15.2(b)(i).
It sha l not be considered a Material Title Defect that a use or structure (including setbacks) or amount of parking is legal nonconforming as to use or structure (including setbacks) or amount of parking.
More Definitions of Material Title Defect
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.
Material Title Defect shall include any matter affecting title which a reasonable person would consider to be a serious defect
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 any defect in Landlord's title to the Premises (other than (i) any exception to title or other matter shown in Exhibit 23-A attached hereto (the "Listed Title Matters"), and (ii) any other matter approved by Tenant, or arising due to any act or omission by Tenant), which either results in Tenant's being dispossessed of occupancy of the Premises under this Lease, or which otherwise so interferes with Tenant's use of the Premises at the time as to render it commercially unreasonable for Tenant to utilize the Premises for continued use and occupancy in Tenant's business. If a Material Taking or Material Title Defect occurs, then Tenant may at its option deliver to Landlord, not later than ninety (90) days after the date of such Material Taking, or if applicable the date on which the Material Title Defect first results in the interference described in the preceding sentence, all (but not less than all) of the following documents (herein collectively called the "Termination Notice Documents"): (A) notice (a "Termination Notice") of its intention to terminate this Lease on the next Minimum Rent Payment Date which occurs not less than sixty (60) days after the delivery of such notice the ("Termination Date"); (B) a certificate of an authorized officer of Tenant describing the event giving rise to such Termination Notice and stating in reasonable detail the basis on which Tenant has determined that such Material Taking or Material Title Defect, as the case may be, has rendered it commercially unreasonable for Tenant to utilize the Premises for continued use and occupancy in Tenant's business; (C) an instrument of assignment from Tenant, in form and substance acceptable to Landlord and acknowledged by the condemning authority, evidencing the assignment to Landlord of all condemnation awards; and (D) if the Termination Date is a date within the Primary Term, an irrevocable offer ("Tenant Purchase Offer") by Tenant to Landlord to purchase the Premises (including, in the case of a Material Taking, Landlord's interest in the Net Award) on the Termination Date.
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 means an encumbrance or defect in legal title to the Property that (i) materially and adversely affects Purchaser’s ability to own and operate the Property as it is currently being operated as of the Effective Date or (ii) causes Fxxxxxx Mac, Fxxxxx Mxx, or a national lender to refuse to provide financing for the acquisition of the Property. Purchaser’s Initials _CA_________
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.