Granting and Habendum Clauses Sample Clauses

Granting and Habendum Clauses. For good and valuable consideration, the receipt and sufficiency of which Grantee hereby acknowledges, Grantor hereby contributes, conveys, assigns, transfers, delivers, and sets over unto Grantee, its successors and assigns, all right, title, interests and estate of Grantor in and to the following described property, to-wit: ALL OF THE ASSETS SET FORTH ON SCHEDULE A ATTACHED HERETO The property described in this Section 1.1 shall be referred to herein collectively as the "Subject Property".
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Granting and Habendum Clauses. For good and valuable consideration, the receipt, and sufficiency of which are hereby acknowledged, each Assignor does hereby grant, bargain, sell, transfer, convey, set over, assign and deliver unto Assignee all of Assignor’s right, title, and interest in and to the following assets (collectively, such interests in such assets are referred to as the “Assets”): (a) the oil and gas leases (collectively the “Leases”), including, without limitation, all overriding royalty interests and working interests, on which the oil and gas wells described in Exhibit A attached hereto (collectively, the “Wells”) are located, or with respect to such Wells, such Leases or pooled or unitized, including the Leases described in Exhibit B, and all interests in such Wells, but only to the extent the rights, titles and interests of Assignor in and to such Leases, Wells or interests were acquired, or Sellers are entitled to acquire, pursuant to that certain Riata Energy, Inc Well Participation Plan dated effective as of June 6, 2006 (collectively, the “WPP Properties”); (b) all platforms, water source wells, injection wells, tubular goods, well equipment, lease equipment, production equipment, pipelines and all other personal property, fixtures and facilities appurtenant to or used in connection with the WPP Properties (collectively the “Facilities”); (c) all production sales contracts, transportation agreements, pooling agreements, unitization agreements, operating agreements, processing agreements, surface leases, easements, permits, licenses and rights-of-way, orders of governmental authorities, and all other contracts, agreements and instruments related to or utilized in connection with the WPP Properties or Facilities, or the production, storage, treatment, transportation, sale or disposal of oil, gas, or other hydrocarbons, minerals or substances therefrom (the “Contracts”); (d) all oil, gas, distillate, condensate, casinghead gas or other liquid or vaporous hydrocarbons, or other minerals (collectively, the “Hydrocarbons”), produced from or attributable to the WPP Properties from and after the Effective Time, and all Hydrocarbons produced prior to the Effective Time and in storage as of the date hereof; and (e) that certain Riata Energy, Inc. Well Participation Plan dated effective as of June 6, 2006, including any other interests of Assignee assigned or allocated to Assignors, or any affiliates of Assignors, pursuant to such Plan. TO HAVE AND TO HOLD the Assets unto Assig...
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Granting and Habendum Clauses. For good and valuable consideration, the receipt and sufficiency of which Grantee hereby acknowledges, Grantor hereby contributes, conveys, assigns, transfers, delivers, and sets over unto Grantee, its successors and assigns, all right, title, interests and estate of Grantor in and to the following described property, to-wit: (a) FEE LANDS. THE TRACTS OF LAND USED IN CONNECTION WITH THE OPERATION OF THE UNITED TERMINAL FACILITY LOCATED AT THE PHOENIX, ARIZONA AIRPORT AND THE TERMINAL FACILITY LOCATED IN AURORA, OHIO (THE "FACILITIES"), INCLUDING, WITHOUT LIMITATION, THE TRACTS OR PARCELS OF LAND DESCRIBED ON EXHIBIT A ATTACHED HERETO, TOGETHER WITH ALL PIPELINES, BUILDINGS, STRUCTURES, IMPROVEMENTS, EQUIPMENT, APPURTENANCES AND FIXTURES OF EVERY KIND OR NATURE LOCATED ON SAID PARCELS OF LAND, INCLUDING, WITHOUT LIMITATION, ALL STORAGE TANKS, FITTINGS, VALVES, CONNECTIONS, CATHODIC OR ELECTRIC PROTECTION UNITS, BYPASSES, REGULATORS, METERS, PUMPS, ENGINES, PIPES, GATES, TELEPHONE AND TELEGRAPH LINES, ELECTRIC POWER LINES, POLES, WIRES, CASINGS, RADIO TOWERS AND FIXTURES, TERMINALS, DOCKS, PIERS AND TRUCK RACKS LOCATED ON SAID LANDS (COLLECTIVELY, THE "FEE LANDS" AND SINGULARLY, THE "FEE LAND"); (b) EASEMENTS. THE EASEMENTS, RIGHTS OF WAY, SERVITUDES, LEASES, SURFACE RIGHTS, INTERESTS IN LAND, PERMITS, LICENSES AND GRANTS, AND ALL AMENDMENTS TO EACH THEREOF USED IN CONNECTION WITH THE OPERATION OF THE FACILITIES, INCLUDING, WITHOUT LIMITATION, THOSE DESCRIBED ON EXHIBIT A HERETO, TOGETHER WITH ALL PRESCRIPTIVE RIGHTS AND ALL FRANCHISES, PRIVILEGES, PERMITS, GRANTS, LEASES, AND CONSENTS IN FAVOR OF GRANTOR, OR GRANTOR'S PREDECESSORS IN TITLE, IN, ON, OVER AND UNDER LANDS, ROADS, HIGHWAYS, RAILROADS, RIVERS, CANALS DITCHES, BRIDGES, PARKS, PUBLIC Exhibit A to Contribution, Conveyance and Assumption Agreement 1 GROUNDS OR STRUCTURES, OR ELSEWHERE, AND ALL RIGHTS INCIDENT THERETO, RIGHTS UNDER CONDEMNATION JUDGMENTS, JUDGMENTS ON DECLARATION OF TAKING, AND PERMITS AND GRANTS FOR THE INSTALLATION, MAINTENANCE, REPAIR, REMOVAL AND OPERATION OF THE PIPELINES (AS HEREINAFTER DEFINED);
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Granting and Habendum Clauses. For good and valuable consideration, the receipt and sufficiency of which Grantor hereby acknowledges, Grantor hereby grants, conveys, bargains, sells, assigns, transfers, delivers, and sets over unto Grantee, its successors and assigns, all right, title, interest and estate of Grantor in and to the following described property, to wit: (a) Fee Lands. The fee owned tracts or parcels of land, if any, described in Exhibit A hereto, together with all pipelines, buildings, structures, improvements, equipment, appurtenances and fixtures of every kind or nature located on said tracts or parcels of land, including, without limitation, all stations, substations, pumping stations, metering stations, meter houses, regulator houses, ponds, tanks, scrapers and scraper traps, fittings, valves, connections, cathodic or electric protection units, bypasses, regulators, drips, meters, pumps, engines, pipes, gates, telephone and telegraph lines, electric power lines, poles, wires, casings, radio towers and fixtures, and terminals located on said lands (collectively, the “Fee Lands” and singularly, the “Fee Land”); (b) Easements. All easements, rights-of-way, servitudes, leases, surface rights, interests in land, permits, licenses and grants, and all amendments to each thereof, including, without limitation, those described in Exhibit B hereto, together with all prescriptive rights and all franchises, privileges, permits, grants, leases and consents in favor of Grantor, or Grantor’s predecessors-in-title, in, on, over, under or adjacent to lands, roads, highways, railroads, rivers, canals, ditches, drains, bridges, state and national parks, forests, reservations and wilderness areas, public grounds or structures, or elsewhere, and all rights incident thereto, rights under condemnation judgments, judgments on declaration of taking, and permits and grants for the installation, maintenance, repair, removal and operation of the Pipelines (as hereinafter defined) (collectively, the “Easements” and singularly, the “Easement”);
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Granting and Habendum Clauses. For good and valuable consideration, the receipt and sufficiency of which Grantee hereby acknowledges, Grantor hereby contributes, conveys, assigns, transfers, delivers, and sets over unto Grantee, its successors and assigns, all right, title, interests and estate of Grantor in and to the following described property, to-wit:
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Granting and Habendum Clauses. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby grant, transfer, convey, assign and deliver unto Assignee, subject to the matters set forth herein, all of Assignor's right, title, and interest in and to the properties and assets described on Exhibit A attached hereto, (collectively, such interests in such assets are referred to as the "Assets"). To have and to hold the Assets unto Assignee and its successors and assigns, forever, subject to the matters set forth herein.
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Granting and Habendum Clauses. For good and valuable consideration, the receipt and sufficiency of which Grantor hereby acknowledges, Grantor hereby grants, conveys, bargains, sells, assigns, transfers, delivers, and sets over unto Grantee, its successors and assigns, all right, title, interest and estate of Grantor in and to the following described property, to wit: (a) Fee Lands. The fee owned tracts or parcels of land, if any, described in Exhibit A hereto, together with all pipelines, buildings, structures, improvements, equipment, appurtenances and fixtures of every kind or nature located on said tracts or parcels of land, including, without limitation, all stations, substations, pumping stations, metering stations, meter houses, regulator houses, ponds, tanks, scrapers and scraper traps, fittings, valves, connections, cathodic or electric protection units, bypasses, regulators, drips, meters, pumps, engines, pipes, gates, telephone and telegraph lines, electric power lines, poles, wires, casings, radio towers and fixtures, and terminals located on said lands (collectively, the “Fee Lands” and singularly, the “Fee Land”);
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Related to Granting and Habendum Clauses

  • GRANTING CLAUSES The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

  • GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (e) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees Does Vendor agree? Yes, Vendor agrees Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. Does Vendor agree? Yes, Vendor agrees Vendor agrees that TIPS and TIPS Members shall not be liable for interest or late-payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding-Out Clause: Vendor agrees to abide by the applicable laws and regulations, including but not limited to Texas Local Government Code § 271.903, or any other statutory or regulatory limitation of the jurisdiction of any TIPS Member, which requires that contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body.

  • Amendments to Section 1.01 (a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

  • Effect and invariability of the Clauses These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

  • Amendments to Section 7 11. Section 7.11 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

  • Amendments to Section 2 01. Section 2.01 of the Credit Agreement is hereby amended as follows: (a) Section 2.01(a) is hereby amended and restated in its entirety to read as follows:

  • Amendments to Section 6 06. Section 6.06 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

  • Amendments to Section 1 1. Section 1.1 of the Existing Credit Agreement is hereby amended by inserting the following definitions in such Section in the appropriate alphabetical sequence:

  • Geographic Area and Sector Specific Allowances, Conditions and Exceptions The following allowances and conditions shall apply where relevant. Where the Employer does work which falls under the following headings, the Employer agrees to pay and observe the relevant respective conditions and/or exceptions set out below in each case.

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