Defensible Title Sample Clauses

Defensible Title. “Defensible Title” means the title of Seller in and to each Lease, Well or Well Location, subject to and except for the Permitted Encumbrances:

Defensible Title. The term “Defensible Title” with respect to a Lease means such title of Sellers in and to the Leases that: (i) results in Sellers owning that number of Net Acres with respect to the Lease equal to the number of Net Acres for the Lease set forth in Exhibit A, (ii) entitles Sellers to a net revenue interest in the Lease (“NRI”) not less than the NRI set forth for such Lease in Exhibit A, (iii) entitles Sellers to a working interest in the lands described in the Lease (“WI”) not more than the WI set forth for such Lease in Exhibit A, and (iv) subject to and except for Permitted Encumbrances, is free and clear of all liens, security interests, encumbrances, claims, and any other defects.

Defensible Title. On the Closing Date, Seller shall convey to Buyer Defensible Title to the Assets. As used herein, the term “Defensible Title” shall mean, as to the Assets, that title which is filed, recorded, or otherwise referenced of record in the records of the applicable Governmental Body in a manner which under applicable Legal Requirements constitutes constructive notice of ownership of such Asset to third parties acquiring an interest in or an encumbrance against such Asset, and which:

Defensible Title. (a) As used herein, the term “Defensible Title” shall mean, as to the Interests, such title held by Seller under documents recorded in ▇▇▇▇▇▇▇ County, Texas that, subject to and except for the Permitted Encumbrances (as hereinafter defined): (i) entitles Seller to receive, and will entitle Buyer after Closing, to receive, own and retain without suspension, reduction or termination, payment of revenues for not less than the “Net Revenue Interest” set forth in Exhibit “B” of all oil, gas and associated liquid and gaseous hydrocarbons produced, saved and marketed from all ▇▇▇▇▇ located on the Land; (ii) obligates Seller, and will obligate Buyer after Closing, to bear costs and expenses relating to the maintenance, development and operation of ▇▇▇▇▇ located on the Interests in an amount not greater than the “Working Interest” set forth in Exhibit “B”; (iii) is free and clear of encumbrances and liens; and (iv) allows Seller to receive payment for production attributable to the Interests from the purchaser(s) thereof without any bond or indemnity being required. (b) The term “

Defensible Title. The term “Defensible Title” means such title to the Assets that, subject to and except for Permitted Encumbrances: (i) entitles Seller to receive not less than the net revenue interest set forth on Exhibit B for each Well or undeveloped location listed on Exhibit B (“NRI”) and, if the NRI for any Well or undeveloped location is listed as both “BPO” and “APO,” not less than the BPO NRI prior to the applicable payout event, and not less than the APO NRI after the applicable payout event; (ii) obligates Seller to bear costs and expenses relating to the maintenance, development, operation and the production of Hydrocarbons from each Well or undeveloped location in an amount not greater than the working interest set forth in Exhibit B (“WI”); (iii) is not subject to reduction by virtue of the exercise by any third party or automatic effectuation of a reversionary interest, back-in or similar right except as scheduled in Exhibit B; (iv) is free and clear of mortgages, encumbrances, liens, and delinquent taxes; and (v) defects or conditions that would create an impairment of use or loss of interest in the affected Asset. If a formation in a Well or undeveloped location is not listed on Exhibit B, then the Allocated Value for such formation or undeveloped location is zero.

Defensible Title. (a) As used herein, the term “Defensible Title” shall mean, as to the Properties and each of them, such title which (i) is free and clear (except for Permitted Encumbrances) of mortgages, liens, security interests, pledges, charges, encumbrances, claims, limitations, irregularities, burdens or defects, and (A) is otherwise only subject to contractually binding arrangements which are conventional and which are customarily experienced in the oil and gas industry and (B) is not subject to any matters which will result in a breach of any warranty or representation made by Seller hereunder; (ii) entitles Seller to receive not less than the “Net Revenue Interests” set forth in Exhibit “A” and Exhibit “B” hereto of all oil, gas and associated liquid and gaseous hydrocarbons produced, saved and marketed from the Properties, after deducting all royalty, overriding royalty and other leasehold burdens (and such interest will not change in the future except as disclosed on Exhibit “A” and Exhibit “B”. (i) Lessors’ royalties, overriding royalties and other burdens, reversionary interests and similar burdens if the net cumulative effect of such burdens does not operate to reduce the Net Revenue Interests of any of the Properties to less than the Net Revenue Interest set forth in Exhibit “A”; (ii) The term “Permitted Encumbrances” as used herein shall mean: Preferential rights to purchase and required third party consents to assignments and similar agreements with respect to which prior to Closing (A) waivers or consent are obtained from the appropriate parties, (B) the appropriate time period for asserting such rights has expired without an exercise of such rights, and (C) with respect to consent, such consent is not necessary to the validity of an assignment to Buyer and need not be obtained prior to an assignment;

Defensible Title. The term “

Defensible Title. 14 4.2 PERMITTED ENCUMBRANCES . . . . . . . . . . . . . . . . . . . . 14 4.3

Defensible Title. Seller has, and will have at the Closing Date, Defensible Title to the Oil and Gas Interests. Each Seller represents as to itself only that it is transferring 100% of its interest in the Transferred Assets and that by, through and under it, no event has occurred and no conveyance has been made that would cause such Seller's interest in the Transferred Assets to be less than the Warranted Interest. Each Seller, as to itself only, represents and warrants that it owns the Warranted Interest; provided that the representation and warranty contained in this sentence shall terminate at Closing. Purchaser's exclusive remedy for any breach of the warranties set forth in this Section 3.8 shall be the remedy provided in Article VI.