Common use of Permitted Matters and Encumbrances Clause in Contracts

Permitted Matters and Encumbrances. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute a Defect (collectively, the “Permitted Encumbrances”): (a) defects or irregularities arising out of lack of proof of representative authority on behalf of a corporation, partnership, limited liability company, or trust 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 arising out of a lack of recorded powers of attorney from corporations or other entities to execute and deliver documents on their behalf and immaterial variations of corporate or entity names (such as scrivener’s or typographical errors which would normally be waived by a reasonably prudent purchaser of oil and gas assets) unless Buyer provides affirmative evidence that such variations result in a superior third party claim of title to the relevant Property; (c) defects or irregularities in acknowledgments; (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, unless Buyer provides affirmative evidence that such defects, irregularities or omissions result in a superior third party claim of title to the relevant Property; (f) defects or irregularities resulting from or related to probate proceedings or the lack thereof which defects or irregularities have been outstanding for ten (10) years or more, unless Buyer provides affirmative evidence that such defects, irregularities or omissions result in a superior third party claim of title to the relevant Property; (g) defects or irregularities arising out of prior oil and gas leases which, on their face, expired more than ten (10) years prior to the Closing, and which have not been released of record; (h) conventional rights of reassignment normally actuated by an intent to abandon or release a lease and requiring notice to the holders of such rights; (i) outstanding deed of trust and mortgage liens burdening the interest of any lessor under any of the oil and gas leases included in the Properties, unless there is evidence that the mortgagee or lien holder has asserted a default under any such deed of trust or mortgage and has exercised, or intends to exercise, foreclosure proceedings; (j) all Royalties if the net cumulative effect of such burdens (i) does not operate to reduce the Net Revenue Interest for such Property to an amount less than the “Net Revenue Interest” set forth on Exhibit D for such Property (ii) does not obligate Seller to bear a Working Interest for such Property in any amount greater than the “Working Interest” set forth on Exhibit D for such Property (without at least a proportionate increase in the Net Revenue Interest which Seller is entitled to receive from such Property); and (k) (i) the matters set forth on Exhibit 7.3, and (ii) any other terms, conditions, restrictions, exceptions, reservations and limitations contained in the Leases, Material Contracts and Easements listed on an Exhibit hereto, in the case of clause (ii), that individually or in the aggregate do not (A) materially interfere with the ownership, operation or use of any of the Properties, (B) operate to reduce the Net Revenue Interest for any Property to an amount less than the “Net Revenue Interest” set forth on Exhibit D for such Property, or (C) obligate Seller to bear a Working Interest for such property in any amount greater than the “Working Interest” set forth on Exhibit D for such property (without at least a proportionate increase in the Net Revenue Interest which Seller is entitled to receive from such Property).

Permitted Matters and Encumbrances. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute a Defect (collectivelyDefect, the “Permitted Encumbrances”): (a) a breach of any covenant, representation or warranty of Buyer or a failure to satisfy a condition to Buyer’s obligation to Close and shall not be asserted as such: defects or irregularities arising out of lack of proof of representative authority on behalf of corporate authorization or a corporationvariation in corporate name, partnership, limited liability company, or trust unless Buyer provides affirmative evidence that such corporate action was not authorized and results in another person’s superior claim of title to the relevant Property; (b) defects or irregularities arising out of a lack of recorded powers of attorney from corporations or other entities to execute and deliver documents on their behalf and immaterial variations of corporate or entity names (such as scrivener’s or typographical errors which would normally be waived by a reasonably prudent purchaser of oil and gas assets) unless Buyer provides affirmative evidence that such variations result in a superior third party claim of title to the relevant Property; (c) defects or irregularities in acknowledgments; (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; defects or irregularities in title which for a period of 5 years or more has not delayed or prevented Seller (or Seller’s predecessor, unless Buyer provides affirmative evidence that such defects, irregularities if owned by Seller less than 5 years) from receiving its Net Revenue Interest share of the proceeds of production or omissions result in causes it to bear a superior third party claim share of title to the relevant Property; (f) expenses and costs greater than its Working Interest share from any unit or well; defects or irregularities resulting from or related to probate proceedings or the lack thereof which defects or irregularities have been outstanding for ten (10) 2 years or more; a gas imbalance (e.g., unless Buyer provides affirmative evidence that such defects, irregularities or omissions result a situation where Seller and its predecessor in a superior third party claim of title to the relevant Property; (g) defects Properties have taken more or irregularities arising out less gas from a well or unit than ownership of prior oil and gas leases which, on their face, expired more than ten (10) years prior the Properties would entitle them to the Closing, and which have not been released of record; (h) receive); conventional rights of reassignment normally actuated by an intent to abandon or release a lease and requiring notice to the holders of such rights; (i) outstanding deed of trust rights and mortgage liens burdening the interest of any lessor under any of other defect or irregularity as would normally be waived by persons engaged in the oil and gas leases included in the Properties, unless there is evidence that the mortgagee or lien holder has asserted a default under any such deed of trust or mortgage and has exercised, or intends to exercise, foreclosure proceedings; (j) all Royalties if the net cumulative effect of such burdens (i) does not operate to reduce the Net Revenue Interest for such Property to an amount less than the “Net Revenue Interest” set forth on Exhibit D for such Property (ii) does not obligate Seller to bear a Working Interest for such Property in any amount greater than the “Working Interest” set forth on Exhibit D for such Property (without at least a proportionate increase in the Net Revenue Interest which Seller is entitled to receive from such Property); and (k) (i) the matters set forth on Exhibit 7.3, and (ii) any other terms, conditions, restrictions, exceptions, reservations and limitations contained in the Leases, Material Contracts and Easements listed on an Exhibit hereto, in the case of clause (ii), that individually or in the aggregate do not (A) materially interfere with the ownership, operation or use of any of the Properties, (B) operate to reduce the Net Revenue Interest for any Property to an amount less than the “Net Revenue Interest” set forth on Exhibit D for such Property, or (C) obligate Seller to bear a Working Interest for such property in any amount greater than the “Working Interest” set forth on Exhibit D for such property (without at least a proportionate increase in the Net Revenue Interest which Seller is entitled to receive from such Property)business when purchasing producing properties.

Permitted Matters and Encumbrances. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute a Defect (collectivelyDefect, the “Permitted Encumbrances”): or a breach of any covenant or representation of Seller or any of Seller’s Warranties, or a failure to satisfy a condition to Buyer’s obligation to close and shall not be asserted as such: (a) defects or irregularities arising out of lack of proof of representative 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 that would not prevent a recorded instrument from providing constructive notice of the matters addressed therein, (c) defects or irregularities arising out of a the lack of recorded powers of attorney from corporations or other entities to execute and deliver documents on their behalf and immaterial variations of corporate or entity names (such as scrivener’s or typographical errors which would normally be waived by a reasonably prudent purchaser of oil and gas assets) unless Buyer provides affirmative evidence that such variations result in a superior third party claim of title to the relevant Property; (c) defects or irregularities in acknowledgments; 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, unless provided other evidence of such heirship reasonably acceptable to Buyer provides affirmative evidence that such defects, irregularities or omissions result in a superior third party claim of title to the relevant Property; is provided by Seller; (f) defects or irregularities resulting from or related to probate proceedings or the lack thereof which defects or irregularities have been outstanding for ten (10) years or more, provided other evidence of such probate reasonably acceptable to Buyer is provided by Seller; (g) defects or irregularities arising out of mortgages, deeds of trust, and other liens with outstanding debt less than One Hundred Thousand Dollars ($100,000.00) which, by their terms, matured more than ten (10) years prior to the Closing, but which have not been released of record; (h) defects or irregularities in the statutory root of title arising out of the lack of a survey; (i) failure to obtain ratification of pooling by non-participating royalty and executive mineral interest owners; (j) outstanding deed of trust and mortgage liens burdening the interests of any lessor under any of the Leases, unless Buyer provides affirmative there is evidence that the mortgagee or lien holder has asserted a default under any such defectsdeed of trust or mortgage and has exercised, irregularities or omissions result intends to exercise, foreclosure proceedings; (k) preferential rights to purchase; (l) rights to consent by, required notices to, filings with, or other actions by governmental entities in connection with the sale or conveyance of oil and gas leases or interests if the same are customarily obtained routinely and subsequent to such sale or conveyance; (m) rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate any of the properties in any manner, and all applicable laws, rules and orders of governmental authority; (n) conventional rights of reassignment normally actuated by an intent to abandon or release a superior third party claim of title lease and requiring notice to the relevant Property; holders of such rights; or (go) defects or irregularities arising out of prior oil and gas leases which, on their face, expired more than ten (10) years prior to the Closing, and which have not been released of record; (h) conventional rights of reassignment normally actuated by an intent to abandon or release a lease and requiring notice to the holders of such rights; (i) outstanding deed of trust and mortgage liens burdening the interest of any lessor under any of the oil and gas leases included in the Properties, record unless there is evidence that the mortgagee such leases have been maintained by production, drilling or lien holder has asserted a default under any such deed of trust or mortgage and has exercisedotherwise (collectively, or intends to exercise, foreclosure proceedings; (j) all Royalties if the net cumulative effect of such burdens (i) does not operate to reduce the Net Revenue Interest for such Property to an amount less than the “Net Revenue Interest” set forth on Exhibit D for such Property (ii) does not obligate Seller to bear a Working Interest for such Property in any amount greater than the “Working Interest” set forth on Exhibit D for such Property (without at least a proportionate increase in the Net Revenue Interest which Seller is entitled to receive from such Property); and (k) (i) the matters set forth on Exhibit 7.3, and (ii) any other terms, conditions, restrictions, exceptions, reservations and limitations contained in the Leases, Material Contracts and Easements listed on an Exhibit hereto, in the case of clause (ii), that individually or in the aggregate do not (A) materially interfere with the ownership, operation or use of any of the Properties, (B) operate to reduce the Net Revenue Interest for any Property to an amount less than the “Net Revenue Interest” set forth on Exhibit D for such Property, or (C) obligate Seller to bear a Working Interest for such property in any amount greater than the “Working Interest” set forth on Exhibit D for such property (without at least a proportionate increase in the Net Revenue Interest which Seller is entitled to receive from such PropertyPermitted Encumbrances”).

Permitted Matters and Encumbrances. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute a Defect Title Defect, nor a breach of any covenant, representation or warranty of [Seller] or a failure to satisfy a condition to MGX’s obligation to close and shall not be asserted as such (collectively, each of the following individually a “Permitted EncumbrancesEncumbrance”): (a) a. defects or irregularities arising out of lack of proof of representative authority on behalf of corporate authorization or a corporationvariation in corporate name, partnership, limited liability company, or trust unless Buyer MGX provides affirmative evidence that such corporate action was not authorized and results in another person’s superior claim of title to the relevant PropertyLease or results in or would result in the affected Lease being void or voidable; (b) defects or irregularities arising out of a lack of recorded powers of attorney from corporations or other entities to execute and deliver documents on their behalf and immaterial variations of corporate or entity names (such as scrivener’s or typographical errors which would normally be waived by a reasonably prudent purchaser of oil and gas assets) unless Buyer provides affirmative evidence that such variations result in a superior third party claim of title to the relevant Property; (c) defects or irregularities in acknowledgments; (d) b. defects or irregularities that have been cured or remedied by applicable statutes of limitation or statutes for prescription; (e) c. defects or irregularities in the chain of title consisting of the failure to recite marital status or heirship proceedings in documents or omissions of heirship proceedings, unless Buyer provides affirmative evidence that such defects, irregularities or omissions result in a superior third party claim of title to the relevant Propertydocuments; (f) d. defects or irregularities resulting from or related to probate proceedings or the lack thereof which defects or irregularities have been outstanding for ten (10) 5 years or more, unless Buyer provides affirmative evidence that such defects, irregularities or omissions result in a superior third party claim of title ; e. to the relevant Propertyextent [Seller] has the right to direct the assignment of, or has the contractual right to obtain, Leases held by [Redacted: affiliate of Seller] (in the case of the Unissued Lease) or [Redacted: affiliate of Seller] (in the case of fee leases), such Lease(s) are not unmarketable by reason of being held in nominee by those parties, and such a nominee title arrangement shall not be considered a title defect; (g) defects or irregularities arising out of prior oil and gas leases whichf. stipulations, on their face, expired more than ten (10) years prior to the Closing, and which have not been released of record; (h) conventional rights of reassignment normally actuated by an intent to abandon or release a lease and requiring notice to the holders of such rights; (i) outstanding deed of trust and mortgage liens burdening the interest of any lessor under any of the oil and gas leases included in the Properties, unless there is evidence that the mortgagee or lien holder has asserted a default under any such deed of trust or mortgage and has exercised, or intends to exercise, foreclosure proceedings; (j) all Royalties if the net cumulative effect of such burdens (i) does not operate to reduce the Net Revenue Interest for such Property to an amount less than the “Net Revenue Interest” set forth on Exhibit D for such Property (ii) does not obligate Seller to bear a Working Interest for such Property in any amount greater than the “Working Interest” set forth on Exhibit D for such Property (without at least a proportionate increase in the Net Revenue Interest which Seller is entitled to receive from such Property); and (k) (i) the matters set forth on Exhibit 7.3, and (ii) any other terms, conditions, restrictionsand/or obligations under the terms of the Leases which are unusual and not customary, exceptions, reservations or which would impair or restrict the development and limitations contained in operation of the Leases, Material Contracts and Easements listed on an Exhibit hereto, in ; g. the case of clause (ii), Drilling Requirement previously described; h. the fact that individually or in the aggregate do Unissued Lease has not (A) materially interfere with the ownership, operation or use of any of the Properties, (B) operate to reduce the Net Revenue Interest for any Property to an amount less than the “Net Revenue Interest” set forth on Exhibit D for such Property, or (C) obligate Seller to bear a Working Interest for such property in any amount greater than the “Working Interest” set forth on Exhibit D for such property (without at least a proportionate increase in the Net Revenue Interest which Seller is entitled to receive from such Property)yet been issued.