Interest in Properties. (i) Except as set out in Section 3.1(t) of the Exeter Disclosure Letter, according to the applicable Laws each of the Company and its subsidiaries is the sole legal and beneficial owner, and has valid and sufficient right, ownership, title and interest, duly registered if applicable, free and clear of any title defect or Lien: (i) to its mining or any other kind of concessions, claims, Permits and all other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation for minerals on its Exeter Properties, all of which have been accurately and completely set out in Section 3.1(t) of the Exeter Disclosure Letter and, in each case, as are necessary to perform the operation of its business as presently owned and conducted; (ii) to its real property interests including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company or any of its subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, all of which have been identified completely and accurately in Section 3.1(t) of the Exeter Disclosure Letter, and, in each case, as are necessary to perform the operation of its business as presently owned and conducted; and (iii) to, or is entitled to the benefits of, all of its properties and assets of any nature whatsoever and to all benefits including all the properties (including, without limitation, the Material Property) and assets reflected in the balance sheet forming part of the Public Disclosure Record (collectively, the “Exeter Properties”), together with all additions thereto. The Exeter Properties are not subject to any Lien or defect in title of any kind except as is specifically identified in the balance sheets forming part of the Financial Statements and in the notes thereto. The Company and its subsidiaries are not aware of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applic...
Interest in Properties. Each of the Company, each Subsidiary and the Joint Venture has good and valid title to all of its properties and assets, free and clear of any material claims or encumbrances. All such properties and assets are located in Nunavut or, in the case of the Tootsie River property, the Yukon Territory.
Interest in Properties. (i) The Purchaser and the Purchaser Material Subsidiaries, taken together, are the sole legal and beneficial owner, and have valid and sufficient right, title and interest free and clear of any Lien (other than Permitted Liens) to their existing Permits.
(ii) Subject to the paramount title of the United States in and to any unpatented mining claims, and subject to the paramount title of the State of Wyoming in and to any leases with the State of Wyoming, the Purchaser and the Purchaser Material Subsidiaries, taken together, have valid and sufficient right, title, and interest free and clear of any Lien (other than Permitted Liens) to their existing concessions, claims, licences (from landowners and authorities permitting the use of land by the Purchaser or its subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, easements and all other real property interests in respect of the Purchaser Material Property, in each case as are necessary to perform the operation of its business as presently owned and conducted in all material respects.
(iii) All material federal unpatented mining claims in which the Purchaser and the Purchaser Material Subsidiaries have an interest or right in respect of the Purchaser Material Property, have been validly located, staked, recorded and maintained in accordance with all Laws and are valid and subsisting in all material respects. The Purchaser and the Purchaser Material Subsidiaries have all material surface rights and access rights relating to the Purchaser Material Property. Each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in all material respects in the name of the Purchaser or the Purchaser Material Subsidiaries, as applicable, and free and clear of all material encumbrances and no third party or group holds any such rights that would be required by the Purchaser and the Purchaser Material Subsidiaries to so develop the Purchaser Material Property.
Interest in Properties. Except as disclosed in the Company Disclosure Letter:
(a) Neither the Company nor any Company Subsidiary owns, has any interest in, or is a party to or bound by or subject to any Contract or commitment, or any option to purchase, any real or immovable property.
(b) All of the existing leases, subleases, licenses or other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). Each such Lease is accurately disclosed in the Company Disclosure Letter. Other than the Leased Real Property set out in the Company Disclosure Letter, none of the Company and the Company Subsidiaries uses, leases or has any interest in any real property or any mineral interests or rights.
(c) With respect to the Leased Real Property, each Lease constitutes a legal, valid and binding obligation of the Company or a Company Subsidiary, as the case may be, enforceable against the Company or such Company Subsidiary, as the case may be, in accordance with its terms and is in full force and effect (subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity), and, to the knowledge of the Company, the Company or a Company Subsidiary has valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances (other than Company Permitted Encumbrances or any other Encumbrances arising by, through or under the Company or any Company Subsidiary).
(d) Except as disclosed in the Company Disclosure Letter, neither the Company nor any Company Subsidiary, as the case may be, is in breach of or default under any such Lease and no event has occurred which, without the giving of notice or lapse of time, or both, would constitute a breach of or default under any such Lease. To the knowledge of the Company, no counterparty to any such Lease is in default thereunder and there are no disputes with respect to any such Lease and neither the Company nor any Company Subsidiary has collaterally assigned or granted any other security interest in any such Lease or any interest therein, and there are no Encumbrances (other than Company Permitted Encumbrances) on the estate or interest created by any such Lease.
Interest in Properties. Until exchanged for common shares in the outstanding capital of KRI, TIL and MAS are collectively entitled to a total 10% Carried Interest. TIL shall be entitled to a 2% Carried Interest and MAS shall be entitled to an 8% Carried Interest, respectively. For the purposes of this Agreement "Carried Interest" shall mean the stated percentage interest in whatever percentage property interest KRI has or ultimately does acquire through its option agreements with the concessionaires or owners of the Monterde Project. Provided however, KRI may deal with its interest in the Monterde Project in whatever manner it deems appropriate, including entering into any joint venture agreement with a third party, such that KRI's interest in the Monterde Project is reduced, and the Carried Interests of TIL and MAS will similarly be reduced pro rata. The foregoing notwithstanding, TIL and MAS shall have the right, upon ninety days prior notice to be given by KRI, to acquire any of the Monterde Project Properties, or such interest therein as KRI holds, which KRI intends to abandon.
Interest in Properties. (a) Although it does not warrant title, Lone Pine has no reason to believe that it, or its subsidiary, does not have title to, or an irrevocable right to produce and sell, the petroleum, natural gas and related hydrocarbons produced and sold by it or its subsidiary, as applicable (for the purposes of this section, the foregoing are referred to as the "Lone Pine Interests") and Lone Pine represents and warrants that: (i) neither it nor its subsidiary has received any written notices, and to the knowledge of Lone Pine the lessee to whom notices are required to be sent has not received any notices, that any of the leases related to the Lone Pine Interests are subject to any accrued drilling or off-set obligations that have not been satisfied or permanently waived; (ii) to the knowledge of Lone Pine, none of the Lone Pine Interests is subject to reduction or conversion to an interest of any other size or nature by reference to payout of any well or otherwise pursuant to any right or interest created by, through or under Lone Pine, except related to bank financing or those arising in the ordinary course of business; and (iii) following the Effective Date, Lone Pine or Amalco, as applicable, will be entitled to hold and enjoy the Lone Pine Interests without any lawful interruption by any person claiming, by, through or under Lone Pine or its subsidiary; except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have a Material Adverse Effect in respect of Lone Pine.
(b) Lone Pine is not aware of any defects, failures or impairments in its title to its or its subsidiary's oil and natural gas properties, whether or not an action, suit, proceeding or inquiry is pending or threatened and whether or not discovered by any third party, which in aggregate could have a material adverse effect on: (i) the quantity and pre-tax present worth values of the oil, natural gas or natural gas liquids reserves of Lone Pine shown in the Lone Pine Reserves Report; (ii) the current production of Lone Pine; or (iii) the current cash flow of Lone Pine.
(c) Neither Lone Pine nor its subsidiary has received notice of any default under any of the leases or other title and operating documents, or any other agreement or instrument, pertaining to their respective oil and natural gas assets or properties or to which Lone Pine or its subsidiary is, as applicable, a party or bound, except to the extent that such defaults would not,...
Interest in Properties. The Company and its Material Subsidiaries have title to all of their properties and assets (other than the Company Intellectual Property licensed to the Company), free and clear of any material claims or encumbrances, and the Company’s properties and assets are sufficient for the conduct of the Company’s and the Material Subsidiaries respective businesses as now carried on or as contemplated by the Company to be carried on.
Interest in Properties. (a) Acquirer, directly or through the Acquirer Subsidiaries, owns, exclusively possesses or has obtained, and, except as set out in Section 14(a) of the Acquirer Disclosure Letter, is in compliance with, all concessions, licences, permits, certificates, orders, grants and other authorizations of or from any regulatory authority necessary to conduct its respective businesses relating to its properties (including the Acquirer Properties) as they are currently being conducted and as they are presently contemplated. Acquirer and each of the Acquirer Subsidiaries has a good and marketable right, title and interest, free and clear of any title defect or material Encumbrance: (i) to its permits, concessions, claims, leases, licences or other rights to explore for, exploit, develop, mine or produce minerals on the Acquirer Properties, all of which have been accurately and completely set out in Section 14(a) of the Acquirer Disclosure Letter, subject to such permits, concessions, claims, leases, licences or other rights being renewed and updated on an ongoing basis in accordance with their terms and, in each case, as are necessary to perform the operation of their respective businesses as they are currently being conducted and as they are presently contemplated; (ii) to its real property interests, including fee simple title to owned real property, a valid leasehold interest in leased real property, licences, rights of way, occupancy rights, surface rights (from landowners and authorities permitting the use of land by Acquirer or the Acquirer Subsidiaries, as the case may be), easements or other real property interests, all of which have been set out in Section 14(a) of the Acquirer Disclosure Letter, and, in each case, as are necessary to perform the operation of their respective businesses as they are currently being conducted and as they are presently contemplated; and (iii) to all of its properties and assets (real and personal, tangible and intangible, including leasehold interests) including all the properties and assets reflected on the balance sheet forming part of Acquirer’s audited consolidated financial statements for the year ended December 31, 2016, except as set out in Section 14(a) of the Acquirer Disclosure Letter, and such properties and assets are not subject to any Encumbrance or title defect of any kind except as is set out in Section 14(a) of the Acquirer Disclosure Letter, except where the failure to have such title, or the existence of such E...
Interest in Properties. (a) All of Mylk’s and its Subsidiaries’ real properties (collectively, and where material, the “Property”) are set out in Schedule 12(a) of the Mylk Disclosure Letter. Other than the Property set out in Schedule 12(a) of the Mylk Disclosure Letter, neither Mylk nor its Subsidiaries, owns or has any interest in any material real property.
(b) Mylk or a Subsidiary has the exclusive right to deal with the Property.
(c) Other than as disclosed in the Mylk Disclosure Letter, no Person other than Mylk and its Subsidiaries has any interest in the Property or any right to acquire any such interest.
(d) There are no material restrictions on the ability of Mylk and its Subsidiaries to use, transfer or exploit the Property, except pursuant to the applicable Law.
Interest in Properties. (i) Other than with respect to the Buyer’s office leases or leases for land that the Buyer intends to develop solar project sites on (collectively, the “Buyer Leases”), the Buyer and the Buyer Material Subsidiaries do not, directly or indirectly, own or lease any material interest in any real property.
(ii) The Buyer Disclosure Letter contains a complete and accurate list of the Buyer Leases and such Buyer Leases are valid and subsisting, in full force and effect and the Buyer or any of the Buyer Material Subsidiaries, as applicable, is entitled to the full benefit and advantage of each Buyer Lease in accordance with its terms. Each Buyer Lease is in good standing and there has not been any default by any party under each Buyer Lease nor is there any dispute between the Buyer or any of the Buyer Material Subsidiaries and any landlord under any Buyer Lease.
