Leases and ORRI Agreements Sample Clauses

Leases and ORRI Agreements. The oil and gas leases, overriding royalty interest agreements, assignments, deeds or similar agreements creating the Equity Owned Assets, and related easements, rights-of-way and other surface rights comprising or creating any part of the Equity Owned Assets to which any Contributed Entity in which such Equity Contributor owns an equity interest is a party (such leases, overriding royalty interest agreements, assignments, deeds, or similar agreements creating the Equity Owned Assets and related easements, rights-of-way and other rights-of-surface use being herein called the “Equity Oil and Gas Documents”), to the Knowledge of such Equity Contributor, are in full force and effect and constitute valid and binding obligations of the parties thereto. To the Knowledge of such Equity Contributor, neither such Equity Contributor nor the Contributed Entities in which such Equity Contributor owns an equity interest has received written notice that any of the Equity Oil and Gas Documents that comprise the Equity Owned Assets of such Contributed Entities are not in full force and effect and do not constitute valid and binding obligations of the parties thereto. To such Equity Contributor’s Knowledge, the Contributed Entities in which such Equity Contributor owns an equity interest are not in breach or default of their obligations under the Equity Oil and Gas Documents and (a) no situation exists which with the passing of time or giving of notice would create such a breach or default by such Contributed Entities, (b) no breach or default by any Person under the Equity Oil and Gas Documents (or situation which with the passage of time or giving of notice would create a breach or default) exists, and (c) no breach or default by any Person under the oil and gas leases underlying the overriding royalty interest agreements or similar agreements that comprise the Equity Owned Assets attributable to the interests owned by such Contributed Entities (or situation which with the passage of time or giving of notice would create a breach or default) exists. Prior to the execution of this Agreement, each such Equity Contributor has made available to the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings complete copies of each Equity Oil and Gas Document.
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Leases and ORRI Agreements. The oil and gas leases, overriding royalty interest agreements, assignments, deeds or similar agreements comprising and/or underlying the Oil and Gas Properties in which such Contributing Party owns an interest and, as of the Closing, the Contributed Interests that such Contributing Party is obligated to contribute, transfer, assign, convey and deliver to Remora Holdings as provided in Section 2.1(b) of this Agreement and related easements, rights-of-way and other surface rights comprising or creating any part of such Oil and Gas Properties and, as of Closing, such the Contributed Interests that such Contributing Party is obligated to contribute, transfer, assign, convey and deliver to Remora Holdings as provided in Section 2.1(b) of this Agreement (such leases, overriding royalty interest agreements, assignments, deeds, or similar agreements creating the Oil and Gas Properties and, as of Closing, the Contributed Interests, and related easements, rights-of-way and other rights-of-surface use being herein called the “Oil and Gas Documents”), to the Knowledge of such Contributing Party, are in full force and effect and constitute valid and binding obligations of the parties thereto. To the Knowledge of such Contributing Party, such Contributing Party has not received written notice that any of the Oil and Gas Documents attributable to the Contributed Interests that such Contributing Party is obligated to contribute, transfer, assign, convey and deliver to Remora Holdings as provided in Section 2.1(b) of this Agreement, or the associated Oil and Gas Properties, are not in full force and effect and do not constitute valid and binding obligations of the parties thereto. To such Contributing Party’s Knowledge, such Contributing Party is not in breach or default of its obligations under the Oil and Gas Documents attributable to the Contributed Interests that such Contributing Party is obligated to contribute, transfer, assign, convey and deliver to Remora Holdings as provided in Section 2.1(b) of this Agreement, or the associated Oil and Gas Properties, and, to such Contributing Party’s Knowledge, (a) no situation exists which with the passing of time or giving of notice would create such a breach or default by such Contributing Party under such Oil and Gas Documents, or (b) no breach or default by any Person under such Oil and Gas Documents (or situation which with the passage of time or giving of notice would create a breach or default) exists. Prior to the exe...
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Related to Leases and ORRI Agreements

  • Leases and Contracts Schedule 8(f) is a list of all Leases and Contracts relating to the Facility to which Seller is a party or by which Seller may be bound. Seller has made or will promptly make available to Buyer true, complete and accurate copies of all Leases and Contracts including, without limitation, any modifications thereto. All of the Leases and Contracts are in full force and effect without claim of material default there under, and, except as may be set forth on Schedule 8(f).

  • Property Agreements A complete list of all FF&E Leases, Service Contracts and Leases (other than those entered into by the Existing Manager on its own behalf) used in or otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit C-1, and, to Seller’s knowledge, a complete list of all other FF&E Leases, Service Contracts and Leases used in or otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit C-2. The assets constituting the Property to be conveyed to Buyer hereunder constitute all of the property and assets of Seller used in connection with the operation and business of the Hotel. There are no leases, license agreements, leasing agent’s agreements, equipment leases, building service agreements, maintenance contracts, suppliers contracts, warranty contracts, operating agreements, or other agreements (i) to which Seller is a party or an assignee, or (ii) to Seller’s knowledge, binding upon the Hotel, relating to the ownership, occupancy, operation, management or maintenance of the Real Property, FF&E, Supplies or Tradenames, except for those Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit C or to be delivered to Buyer pursuant to Section 3.1. The Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit C or to be delivered to Buyer pursuant to Section 3.1 are in full force and effect, and no default has occurred and is continuing thereunder and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. No party has any right or option to acquire the Hotel or any portion thereof, other than Buyer.

  • Leasehold Agreements Agent shall have received landlord, mortgagee or warehouseman agreements satisfactory to Agent with respect to all premises leased by Borrowers at which Inventory and books and records are located;

  • DESCRIPTION OF LEASES AND WELL LOCATIONS 1. WELL LOCATION

  • Leases and Rent Roll To Borrower’s actual knowledge, Borrower has delivered to Lender a true, correct and complete rent roll for the Property (a “Rent Roll”) which includes all Leases affecting the Property (including schedules for all executed Leases for Tenants not yet in occupancy or under which the rent commencement date has not occurred). To Borrower’s actual knowledge, except as set forth in the Rent Roll (as same has been updated by written notice thereof to Lender) and estoppel certificates delivered to Lender on or prior to the Closing Date: (a) each Lease is in full force and effect; (b) the premises demised under the Leases have been completed and the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises; (c) the Tenants under the Leases have commenced the payment of rent under the Leases and there are no offsets, claims or defenses to the enforcement thereof, and Borrower has no monetary obligations to any Tenant under any Lease; (d) all Rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (e) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll and there is no claim or basis for a claim by the Tenant thereunder for an offset or adjustment to the rent; (f) no Tenant has made any written claim of a material default against the landlord under any Lease which remains outstanding nor has Borrower or Manager received, by in-person, or e-mail (with respect to Major Leases only) communication to an authorized representative of Borrower or Manager, any notice of a material default under any Lease; (g) there is no present material default by the Tenant under any Lease; (h) all security deposits under the Leases have been collected by Borrower; (i) Borrower is the sole owner of the entire landlord’s interest in each Lease; (j) each Lease is the valid, binding and enforceable obligation of Borrower and the applicable Tenant thereunder and there are no agreements with the Tenants under the Leases other than as expressly set forth in the Leases; (k) no Person has any possessory interest in, or right to occupy, the Property or any portion thereof except under the terms of a Lease; (l) none of the Leases contains any option or offer to purchase or right of first refusal to purchase the Property or any part thereof; (m) neither the Leases nor the Rents have been assigned, pledged or hypothecated except to Lender, and no other Person has any interest therein except the Tenants thereunder; and (n) no conditions exist which now give any Tenant or party the right to “go dark” pursuant to the provision of its Lease, if applicable.

  • Material Contracts and Agreements (i) All material contracts of the Company or its subsidiaries have been included in the Company SEC Documents, except for those contracts not required to be filed pursuant to the rules and regulations of the SEC.

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

  • Real Property Leases Section 2.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. With respect to each Lease:

  • Assignment of Licenses and Permits Assign or transfer any of its interest in any Permits pertaining to any Mortgaged Property, or assign, transfer or remove or permit any other Person to assign, transfer or remove any records pertaining to any Mortgaged Property.

  • Contracts and Leases (a) Each Material Contract and Lease is a valid and subsisting agreement, without any material default of Seller thereunder, and to the knowledge of Seller, without any default on the part of any other party thereto. To the knowledge of Seller, no event or occurrence has transpired which with the passage of time or giving of notice or both will constitute a default under any Material Contract or Lease. A true and correct list of each Material Contract and Lease and every amendment thereto or other agreement or document relating thereto is set forth as Schedule 3.6 to this Agreement. True and correct copies of the Material Contracts and Leases (and any amendments thereto) have been provided to Purchaser. At the time of Closing, Seller shall have made all payments and performed all obligations due through the Closing Date under each Contract and Lease, except to the extent that any payment due is set forth on the Purchase Price Adjustment Schedule and deducted in calculating the Purchase Price pursuant to Section 2.3.

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