Common use of Determination of Title Defects Clause in Contracts

Determination of Title Defects. An Asset shall not be deemed to have a "Title Defect" if the following statements are true in all material respects with respect to such Asset as of the Closing Date: (i) Seller has Defensible Title thereto; (ii) all rentals, ▇▇▇▇ clause payments, shut-in gas payments and other similar payments (other than royalties, overriding royalties and other similar payments on production) due with respect to such Asset have been properly and timely paid; and (iii) Seller is not in default under the material terms of any Leases, farmout agreements or other contracts or agreements respecting such Asset which could (a) prevent Seller from receiving the proceeds of production attributable to Seller's interest therein, or (b) result in cancellation of Seller's interest therein. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not be asserted as, and shall not constitute, Title Defects: (a) defects in the chain of title such as minor name discrepancies, the mere failure to recite marital status in a document, or omissions of successions of heirship proceedings, unless Buyer provides affirmative evidence that such failure or omission results in another party's superior claim of title to the relevant Asset portion thereof; (b) defects arising out of lack of survey; (c) defects arising out of a lack of corporate authorization, unless Buyer provides affirmative evidence that such lack of authorization results in another party's superior claim of title to the relevant Assets or portion thereof; and (d) defects that have been cured by possession under the applicable statutes of limitations or statutes for prescription.

Determination of Title Defects. An Asset shall not be deemed to have a "Title Defect" if the following statements are true in all material respects with respect to such Asset as of the Closing Date: (i) Seller has Sellers have Defensible Title thereto; (ii) all rentals, ▇▇▇▇ clause payments, shut-in gas payments and other similar payments (other than royalties, overriding royalties and other similar payments on production) due with respect to such Asset have been properly and timely paid; and (iii) Seller is Sellers are not in default under the material terms of any Leases, farmout agreements or other contracts or agreements respecting such Asset which could (a) prevent Seller Sellers from receiving the proceeds of production attributable to Seller's Sellers' interest therein, or (b) result in cancellation of Seller's Sellers' interest therein. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not be asserted as, and shall not constitute, Title Defects: (a) defects in the chain of title such as minor name discrepancies, the mere failure to recite marital status in a document, or omissions of successions of heirship proceedings, unless Buyer provides affirmative evidence that such failure or omission results in another party's superior claim of title to the relevant Asset portion thereof; (b) defects arising out of lack of survey; (c) defects arising out of a lack of corporate authorization, unless Buyer provides affirmative evidence that such lack of authorization results in another party's superior claim of title to the relevant Assets or portion thereof; and; (d) defects that have been cured by possession under the applicable statutes of limitations or statutes for prescription; and (e) defects that have a Title Defect Amount less than $5,000.