The "Warranty of Title" clause ensures that the seller guarantees they have the legal right to transfer ownership of the goods being sold and that the title is free from any encumbrances, liens, or other claims. This clause protects the buyer from any third-party claims on the title that may arise after the purchase.
Section 3.1 Seller’s Title. (a) Except for the Special Warranty of Title and as set forth in Section 3.1(b), and Purchaser’s remedies under this Agreement with respect to breaches of Seller’s representations and warranties set forth in ARTICLE 5, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO SELLER’S TITLE TO ANY OF THE ASSETS AND PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT PURCHASER’S SOLE REMEDY FOR ANY DEFECT OF TITLE, INCLUDING ANY TITLE DEFECT, WITH RESPECT TO ANY OF THE ASSETS SHALL BE PURSUANT TO THE PROCEDURES SET FORTH IN THIS ARTICLE 3 OR PURCHASER’S REMEDIES SET FORTH IN THIS AGREEMENT WITH RESPECT TO BREACHES OF SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 5. (b) If the Closing occurs, then effective as of the Closing Date, Seller warrants Defensible Title to the Wellbore Lands unto Purchaser against every Person whomsoever lawfully claiming by, through and under Seller, but not otherwise, subject, however, to the Permitted Encumbrances (the “Special Warranty of Title”). Except for the Special Warranty of Title expressed in the preceding provisions of this Section 3.1(b), and Seller’s representations and warranties set forth in ARTICLE 5, no warranty or representation, express, implied, statutory or otherwise, with respect to Seller’s title to any of the Assets shall be contained in the assignment and conveyance documents substantially in the form attached hereto as Exhibit B to be delivered by Seller to Purchaser at Closing (the “Conveyance”). Purchaser shall not be entitled to protection under such Special Warranty of Title against any Title Defect asserted by Purchaser on or before the Title Claim Date or any Excluded Defects. If Purchaser provides written notice of a breach of such Special Warranty of Title to Seller, Seller shall have a reasonable opportunity to cure such breach. In any event, the recovery on a breach of Seller’s Special Warranty of Title under the Conveyance shall not exceed the Allocated Value of the affected Well(s). All claims in respect of the Special Warranty of Title must be brought within thirty-six (36) months of the Closing Date. The Conveyances will contain a special warranty of title in form and substance substantially similar to the Special Warranty of Title in this Agreement (the “Conveyances Special Warranty of Title”). The Conveyances Special Warranty of Title shall be limited to the terms and conditions of the Special Warranty of Title set forth in this Section 3.1 and to the extent the Conveyances Special Warranty of Title conflicts with the Special Warranty of Title, the Special Warranty of Title shall control in all respects, provided, that the Conveyances Special Warranty of Title shall not be subject to the Individual Title Threshold or Aggregate Defect Deductible.
Section 4.05Special Warranty of Title. The documents to be executed and delivered by Seller to Buyer, transferring title to the Assets as required hereby, including the Assignment of Overriding Royalty Interest attached hereto as Exhibit B (the “Assignment”), shall include a special warranty limiting the warranty to matters arising by, through or under Seller only, but not otherwise.
FOUR: Warranty of Title. The Seller is obliged to provide warranty of title in all cases and under all circumstances.
Section 4.2 Seller’s Title. (a) General Disclaimer of Title Warranties and Representations. Without limiting Purchaser’s remedies for Title Defects set forth in this Article IV, Seller makes no warranty or representation, express, implied, statutory or otherwise, with respect to title to any of the Assets and, Purchaser acknowledges and agrees that Purchaser’s sole remedy for any defect of title, including any Title Defect, with respect to any of the Assets (i) before Closing, shall be as set forth in Section 4.4 and (ii) after Closing, shall be pursuant to the special warranty of title to the Wells contained in Section 4.2(b), subject to the provisions of Section 4.2(c), and Purchaser waives all other remedies. (b) Special Warranty of Title. Upon Closing, subject to Section 4.2(c), Seller hereby warrants and agrees to defend Defensible Title to the Wells by, through or under Seller but not otherwise, subject, however, to the Permitted Encumbrances. Such special warranty of title to the Wells shall be subject to the further limitations and provisions of Section 4.2(c).
(b) EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 10(A), SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
2. Special Warranty of Title. Assignor hereby agrees to warrant and forever defend all and singular title to the Assets unto Assignee and Assignee’s successors and assigns free and clear of all liens, encumbrances, and judgments of every person whomsoever lawfully claiming by, through, or under Assignor and/or its Affiliates, but not otherwise.
.1 Seller’s Obligations. Seller agrees to deliver (or cause to be delivered) to Purchaser on the Closing Date: (a) a duly executed Bill of Sale conveying the Assets to Purchaser; (b) a duly executed Affidavit of Title that such Assets are being conveyed free and clear of all liens, charges, encumbrances, debts, obligations and liabilities whatsoever; (c) any and all assignments, certificates and other instruments of transfer, with full warranty of title, as may be necessary or desirable to transfer all of Seller's right, title and interest in and to all of the Assets to Purchaser, free of all liens or claims; and
Section 1.01Seller’s Title. (a)General Disclaimer of Title Warranties and Representations. Except for the Special Warranty of title as set forth in the Assignment delivered at Closing and without limiting Buyer’s remedies for Title Defects set forth in this Article XI, Seller makes no warranty or representation, express, implied, statutory or otherwise with respect to Seller’s title to any of the Assets, and Buyer hereby acknowledges and agrees that Buyer’s sole remedy for any defect of title, including any Title Defect, with respect to any of the Assets (i) before Closing, will be as set forth in Section 11.02(d) or, if applicable, Section 15.01(b) and (ii) after Closing, will be pursuant to the Special Warranty of title set forth in the Assignment. Buyer is not entitled to protection under Seller’s Special Warranty of title in the Assignment against any Title Defect reported by Buyer under Section 11.02(a).
3. Warranty of Title. Seller does hereby agree to warrant and defend title to the Assigned Assets against all persons and to indemnify, defend and hold Designated Subsidiary harmless from any breach of warranty, all pursuant to the terms and conditions set forth in the Acquisition Agreement.
(c) General Disclaimer of Title Warranties and Representations. Except for the Special Warranty of Title, Sellers’ representations and warranties under Article 4, and without limiting Buyer’s remedies for Title Defects set forth in this Section 2.4(c) (or Buyer’s remedies for Sellers’ failure to obtain Consents or waivers of Preferential Rights as set forth in Section 2.4(b)(ii)), Sellers makes no warranty or representation, express, implied, statutory or otherwise, with respect to Sellers’ title to any of the Acquired Assets, and Buyer hereby acknowledges and agrees that it has not relied upon any such representation or warranty. Buyer hereby acknowledges and agrees that, without limiting Buyer’s rights and remedies under Section 8.1(d), Buyer’s sole and exclusive remedy for (i) any failure by the Sellers to obtain Consents or waivers of Preferential Rights as contemplated by Section 2.4(b)(ii) shall be as set forth in Section 2.4(b)(ii), and (ii) any defect in title or any other title matter (including any Title Defect with respect to any of the Oil and Gas Assets or otherwise) (A) before the Title Claim Date, shall be as set forth in Section 2.4(d) and (B) after the Title Claim Date (subject to the limitations set forth in Section 9.1 and Section 9.6), shall be pursuant to the Special Warranty of Title, and the Special Warranty of Title shall be further limited to the Allocated Value of the affected Oil and Gas Assets. Buyer hereby expressly waives any and all other rights or remedies with respect thereto. Buyer is not entitled to protection under the Special Warranty of Title for (I) any matter reported by Buyer under Section 2.4(d) and/or (II) any matter which Buyer had Knowledge of prior to the Title Claim Date.
Warranty of title is a legal assurance provided by the seller to the buyer, guaranteeing that the seller has the legal right to transfer ownership of the property or goods in question. This warranty ensures that the item sold is free of any claims or liens that could affect the buyer’s ownership rights.
You should use a warranty of title in transactions where the transfer of ownership is involved. This is particularly important in the sale of goods, real estate, and other significant assets. Including a warranty of title helps protect against potential legal disputes related to ownership claims.
When writing a warranty of title, the clause should specify that the seller guarantees they have the legal right to sell the property or goods and that they will defend the buyer against any future claims that may arise. Here is an example of how to write this clause:
Seller warrants that it has good and marketable title to the goods, free and clear of any liens, encumbrances, or claims. Seller further warrants that it has full authority to sell the goods to Buyer and will defend Buyer against any claims to the title of the goods.
Contracts that typically contain a warranty of title include:
Including a warranty of title in these contracts helps provide assurance to the buyer and can prevent potential legal issues related to ownership and title claims.
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