Common use of Personal and Real Property Clause in Contracts

Personal and Real Property. (a) Other than as described in Schedule 3.05(a), the Project Company owns no real property. (b) Schedule 3.05(b)(i) sets forth all Leases of the Project Company(collectively, the “Project Company Leases”), and includes (i) the title of each Project Company Lease, (ii) the original parties to each Project Company Lease, and (iii) all amendments with respect to each Project Company Lease. The interests of the Project Company in all Project Company Leases set forth in Schedule 3.05(b)(i) are insured under the existing owner’s title insurance policy or policies for the Project set forth on Schedule 3.05(b)(ii) (“Title Policies”). (c) Except for Permitted Liens, the Project Company has (x) good and marketable title to or valid leasehold interest in all Acquired Entity Real Property subject to the terms and conditions of the Project Company Leases and (y) good and valid title to, or a valid leasehold in, all of its tangible personal property and assets, free and clear of all Liens. (d) With respect to the Acquired Entity Real Property it leases or on which it was granted servitudes or superficies pursuant to the Project Company Leases, the Project Company has the right to, and does, enjoy peaceful and undisturbed nonexclusive possession under all Project Company Leases, servitudes or superficies under which it is leasing or occupying property in accordance with the terms and conditions of the relevant Project Company Lease, servitude or superficies and subject to the Permitted Liens. Seller has Made Available to Purchaser copies of all Project Company Leases. All rents, royalties and other payments under the Project Company Leases have been paid in full to the extent due. No fees, payments or other assessments are due and owing with respect to any Acquired Entity Real Property owned by a Project Company. (e) Except as set forth in Schedule 3.05(e), each of the Project Company Leases (i) has been duly authorized, executed and delivered by the Project Company and, to the Knowledge of Seller, any other party thereto; (ii) constitutes a valid and binding obligation of the Project Company and, to the Knowledge of Seller, any other party thereto and is enforceable against the Project Company and, to the Knowledge of Seller, any other party thereto in accordance with its terms and (iii) is the complete agreement between the respective parties and unamended (other than as disclosed on Schedule 3.05(b)(i). None of the Seller or the Project Company, or to the Seller’s Knowledge, any other party thereto (x) is in breach of or default under a Project Company Lease, (y) has received any written notice of default, termination or suspension of any Project Company Lease, and to the Knowledge of Seller no action is being taken by any Person to terminate or suspend any Project Company Lease. The Project Company Leases represent the only agreements with respect to the Project Company Real Property. (f) With respect to the Project, the materials, equipment, the Acquired Entity Real Property and the Project Company Leases are all collectively sufficient to enable the Project to be located, operated and maintained on their applicable Acquired Entity Real Property in accordance with and as contemplated by the Acquired Entity Contracts and the Project Company Leases and provide adequate ingress and egress for any reasonable purpose in connection with the operation and maintenance of the Project under the relevant Project Company Leases. (g) The equipment and other tangible personal property owned or leased by the Acquired Entities is (i) reasonably adequate for the conduct of the business of the Acquired Entities as currently conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear and have been maintained in accordance with prudent industry practices in all material respects. Except as set forth in Schedule 3.05(g), no asset of any Acquired Entity is subject to any right of first refusal, duty of first offer, purchase option or any similar right.

Personal and Real Property. (a) Other than as described in Schedule 3.05(a4.14(a), the Project Company Seller owns no real property. (b) Schedule 3.05(b)(i4.14(b) sets forth all Leases of the Real Property Agreements to which the Seller and/or the General Partner are a party in connection with the Project Company(collectivelyReal Property and any option, amendments, or renewal in respect thereof (the “Project Company LeasesReal Property Agreements”), and includes which such schedule sets forth (i) the title legal description of each the Project Company LeaseReal Property, (ii) the original parties to each Project Company LeaseReal Property Agreement, and (iii) all amendments with respect to each Project Company Lease. Real Property Agreement. (c) The interests of the Project Company Seller in all Project Company Leases Real Property Agreements set forth in Schedule 3.05(b)(i4.14(b) (other than those set forth in Section D of Schedule 4.14(b)) are insured under the existing owner’s title insurance policy or policies for the Project set forth on Schedule 3.05(b)(ii4.14(c) (“Title Policies”). (cd) Except for Permitted Liens, the Project Company The Seller has (x) good and marketable title to valid title, or a good and valid leasehold interest interest, in all Acquired Entity Project Real Property described in Schedule 4.14(b) subject to the terms and conditions of the Project Company Leases Real Property Agreements and (y) good and valid title to, or a valid leasehold in, all of its tangible personal property and assets, assets free and clear of all Liens, except for Permitted Liens. (de) With respect to the Acquired Entity Project Real Property it leases or on to which it was granted servitudes or superficies pursuant has the right to the Project Company Leasesuse and occupy, the Project Company Seller has the right to, and does, enjoy peaceful and undisturbed nonexclusive possession under all Project Company Leases, servitudes or superficies Real Property Agreements under which it is leasing or occupying property in accordance with the terms and conditions of the relevant Project Company LeaseReal Property Agreement, servitude or superficies and subject to the Permitted Liens. Seller Parent has Made Available to Purchaser Purchaser, true and complete copies of all Project Company LeasesReal Property Agreements. All rents, royalties rents and other payments under the Project Company Leases Real Property Agreements have been paid in full to the extent due. No fees, payments no waiver, indulgence or other assessments are due and owing with respect postponement of the Seller’s obligations has been granted by the counterparty to any Acquired Entity the applicable Project Real Property owned Agreement, and to the Knowledge of the Seller Parent, all of the covenants required to have been performed by a the Seller and counterparty under the Project CompanyReal Property Agreement have been performed in all material respects. (ef) Except as set forth in Schedule 3.05(e4.14(f), each of the Project Company Leases Real Property Agreements (i) has been duly authorized, executed and delivered by the Project Company Seller and, to the Knowledge of SellerSeller Parent, any other party thereto; (ii) constitutes a valid and binding obligation of the Project Company Seller and, to the Knowledge of SellerSeller Parent, any other party thereto and is enforceable against the Project Company Seller and, to the Knowledge of SellerSeller Parent, any other party thereto in accordance with its terms, except as such terms may be limited by (A) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally and (B) general principles of equity, whether considered in a proceeding in equity or at law, and (iii) is the complete agreement between the respective parties and unamended (other than as disclosed on Schedule 3.05(b)(i4.14(b)). None of the Seller or the Project CompanySeller, or to the Seller’s KnowledgeKnowledge of Seller Parent, any other party thereto (xi) is in breach of or default in any material respect under a Project Company LeaseReal Property Agreement and, to the Knowledge of Seller Parent, there exists no event, occurrence, condition or act (yincluding the completion of the transactions contemplated by this Agreement) which, with the giving of notice or the lapse of time, would become a breach or default of any material obligation thereunder, or (ii) has received any written notice of breach, default, termination or suspension of any Project Company LeaseReal Property Agreement, and to the Knowledge of Seller Parent no action is being taken by any Person to terminate or suspend any Project Company Lease. The Real Property Agreement, in each case which could reasonably be expected to cause a Material Adverse Effect. (g) To the Knowledge of Seller Parent, the Project Company Leases represent Real Property is sufficient to provide the only agreements Seller with respect continuous, uninterrupted and, together with public roads, contiguous access and rights of ingress and egress to the Project Company Real Property. (f) With respect to the Project, the materials, equipment, the Acquired Entity Real Property and the Project Company Leases are all collectively sufficient to enable the Project to be located, operated and maintained on their applicable Acquired Entity Real Property in accordance with and as contemplated by the Acquired Entity Contracts and the Project Company Leases and provide adequate ingress and egress for any reasonable purpose in connection with the operation and maintenance of the Project under the relevant Project Company Leasesas currently conducted. (gh) Each Project Real Property Agreement (or a notice thereof) has been registered in the appropriate land registry office. No lease or easement that is created by a Project Real Property Agreement is for a term in excess of fifty (50) years, including any renewals or extensions of the term provided for in the applicable Project Real Property Agreement or in a separate option or other document entered into as part of the arrangement relating to the Project Real Property Agreement (whether or not the lessee and the optionee or person named in the document are the same persons). (i) To the Knowledge of the Seller Parent, none of the Project Real Property, or the Project, nor their use, operation or maintenance violates any restrictive covenant or encroaches on any property owned by any other person. To the Knowledge of the Seller Parent, no condemnation or expropriation proceeding is pending or threatened against any of Project Real Property nor has any written notice or proceeding in respect thereof been provided to the Seller Parent. Seller Parent and Seller have not received any work orders or notices of violation, deficiency or non-compliance from any Governmental Authority or any other Person relating to any Project Real Property. (j) The Seller Parent has not received written notice of any local improvement or capital charges, special levies or other rates or charges of a similar nature associated or in connection with any Project Real Property (other than realty taxes accruing from day to day) and no agreement has been entered into by the Seller with the applicable local municipality or with any other Governmental Authority which would have the effect of making all or part of any Project Real Property subject to or assessed for any such charges, levies or assessments. (k) The equipment and other tangible personal property that forms part of the Acquired Assets owned or leased by the Acquired Entities Seller is (i) reasonably adequate for the conduct of the business Business of the Acquired Entities Seller as currently conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear and have been maintained in accordance with prudent industry practices in all material respects. Except as set forth in Schedule 3.05(g4.14(k), no asset none of any the Acquired Entity is Assets are subject to any right of first refusal, duty of first offer, purchase option or any similar right.

Personal and Real Property. (a) Other than as described in Schedule 3.05(a), the Project Company owns no real property. (b) Schedule 3.05(b)(i) sets forth all Leases of the Project Company(collectivelyCompany (collectively, the “Project Company Leases”), and includes (i) the title of each Project Company Lease, (ii) the original parties to each Project Company Lease, and (iii) all amendments with respect to each Project Company Lease. The interests of the Project Company in all Project Company Leases set forth in Schedule 3.05(b)(i) are are, as of the Closing Date, insured under the existing owner’s title insurance policy or policies for the Project set forth on Schedule 3.05(b)(ii) (“RSW Title Policies”)Policy. (c) Except for Permitted Liens, the Project Company has (x) good and marketable title to or valid leasehold interest in all Acquired Entity Real Property subject to the terms and conditions of the Project Company Leases and (y) good and valid title to, or a valid leasehold in, all of its tangible personal property and assets, free and clear of all Liens; provided, however, that with respect to this representation given as of the Original PSA Date, the Rattlesnake Project remains under construction and inchoate mechanics’ liens exist which will be removed as a Lien prior to the Closing Date. (d) With respect to the Acquired Entity Real Property it leases or on which it was granted servitudes or superficies pursuant to the Project Company Leases, the Project Company has the right to, and does, enjoy peaceful and undisturbed nonexclusive possession under all Project Company Leases, servitudes or superficies under which it is leasing or occupying property in accordance with the terms and conditions of the relevant Project Company Lease, servitude or superficies and subject to the Permitted Liens. Seller has Made Available to Purchaser copies of all Project Company Leases. All rents, royalties and other payments under the Project Company Leases have been paid in full to the extent due. No fees, payments or other assessments are due and owing with respect to any Acquired Entity Real Property owned by a the Project Company. (e) Except as set forth in Schedule 3.05(e), each of the Project Company Leases (i) has been duly authorized, executed and delivered by the Project Company and, to the Knowledge of Seller, any other party thereto; (ii) constitutes a valid and binding obligation of the Project Company and, to the Knowledge of Seller, any other party thereto and is enforceable against the Project Company and, to the Knowledge of Seller, any other party thereto in accordance with its terms and (iii) is the complete agreement between the respective parties and unamended (other than as disclosed on Schedule 3.05(b)(i). None of the Seller or the Project Company, or to the Seller’s Knowledge, any other party thereto (x) is in breach of or default under a Project Company Lease, (y) has received any written notice of default, termination or suspension of any Project Company Lease, and to the Knowledge of Seller no action is being taken by any Person to terminate or suspend any Project Company Lease. The Project Company Leases represent the only agreements with respect to the Project Company Real Property. (f) With respect to the Rattlesnake Project, the materials, equipment, the Acquired Entity Real Property and the Project Company Leases are all collectively sufficient to enable the Rattlesnake Project to be located, operated and maintained on their applicable Acquired Entity Real Property in accordance with and as contemplated by the Acquired Entity Contracts and the Project Company Leases and provide adequate ingress and egress for any reasonable purpose in connection with the operation and maintenance of the Rattlesnake Project under the relevant Project Company Leases. (g) The equipment and other tangible personal property owned or leased by the Acquired Entities is (i) reasonably adequate for the conduct of the business of the Acquired Entities as currently conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear and have been maintained in accordance with prudent industry practices in all material respects. Except as set forth in Schedule 3.05(g), no asset of any Acquired Entity is subject to any right of first refusal, duty of first offer, purchase option or any similar right.

Personal and Real Property. (a) Other than as described in Schedule 3.05(a), the Project Company owns Companies own no real property. (b) Schedule 3.05(b)(i) sets forth all Leases of the Project Company(collectivelyCompanies (collectively, the “Project Company Leases”), and includes (i) the title of each Project Company Lease, (ii) the original parties to each Project Company Lease, and (iii) all amendments with respect to each Project Company Lease. The interests of the Project Company Companies in all Project Company Leases set forth in Schedule 3.05(b)(i) are insured under the existing owner’s title insurance policy or policies for the Project set forth on Schedule 3.05(b)(ii) (“Title Policies”). (c) Except for Permitted Liens, the Project Company has Companies have (x) good and marketable title to or valid leasehold interest in all Acquired Entity Real Property subject to the terms and conditions of the Project Company Leases and (y) good and valid title to, or a valid leasehold in, all of its tangible personal property and assets, free and clear of all Liens; provided, however, that with respect to this representation given as of the Effective Date as applied to the Rattlesnake Project, the Prairie Breeze II Project and the Prairie Breeze III Project, respectively, such Projects remain under construction and inchoate mechanics’ liens exist which will be removed as a Lien prior to the Initial Closing Date (with respect to the Rattlesnake Project) and the Subsequent Closing Date (with respect to the Prairie Breeze II Project and the Prairie Breeze III Project). (d) With respect to the Acquired Entity Real Property it leases or on which it was granted servitudes or superficies pursuant to the Project Company Leases, the each Project Company has the right to, and does, enjoy peaceful and undisturbed nonexclusive possession under all Project Company Leases, servitudes or superficies under which it is leasing or occupying property in accordance with the terms and conditions of the relevant Project Company Lease, servitude or superficies and subject to the Permitted Liens. Seller has Made Available to Purchaser copies of all Project Company Leases. All rents, royalties and other payments under the Project Company Leases have been paid in full to the extent due. No fees, payments or other assessments are due and owing with respect to any Acquired Entity Real Property owned by a Project Company. (e) Except as set forth in Schedule 3.05(e), each of the Project Company Leases (i) has been duly authorized, executed and delivered by the relevant Project Company and, to the Knowledge of Seller, any other party thereto; (ii) constitutes a valid and binding obligation of the relevant Project Company and, to the Knowledge of Seller, any other party thereto and is enforceable against the relevant Project Company and, to the Knowledge of Seller, any other party thereto in accordance with its terms and (iii) is the complete agreement between the respective parties and unamended (other than as disclosed on Schedule 3.05(b)(i). None of the Seller or the Project CompanyCompanies, or to the Seller’s Knowledge, any other party thereto (x) is in breach of or default under a Project Company Lease, (y) has received any written notice of default, termination or suspension of any Project Company Lease, and to the Knowledge of Seller no action is being taken by any Person to terminate or suspend any Project Company Lease. The Project Company Leases represent the only agreements with respect to the Project Company Real Property. (f) With respect to each Project (except for the Prairie Breeze II Project and the Prairie Breeze III Project) and as of the Subsequent Closing Date with respect to the Prairie Breeze II Project and the Prairie Breeze III Project, the materials, equipment, the Acquired Entity Real Property and the Project Company Leases are all collectively sufficient to enable the each Project to be located, operated and maintained on their applicable Acquired Entity Real Property in accordance with and as contemplated by the Acquired Entity Contracts and the Project Company Leases and provide adequate ingress and egress for any reasonable purpose in connection with the operation and maintenance of the each Project under the relevant Project Company Leases. (g) The equipment and other tangible personal property owned or leased by the Acquired Entities is (i) reasonably adequate for the conduct of the business of the Acquired Entities as currently conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear and have been maintained in accordance with prudent industry practices in all material respects. Except as set forth in Schedule 3.05(g), no asset of any Acquired Entity is subject to any right of first refusal, duty of first offer, purchase option or any similar right.

Personal and Real Property. (a) Other than as described in Schedule 3.05(a), the Project Company owns Companies own no real property. (b) Schedule 3.05(b)(i) sets forth all Leases of the Project Company(collectivelyCompanies (collectively, the “Project Company Leases”), and includes (i) the title of each Project Company Lease, (ii) the original parties to each Project Company Lease, and (iii) all amendments with respect to each Project Company Lease. The interests of the Project Company Companies in all Project Company Leases set forth in Schedule 3.05(b)(i) are insured under the existing owner’s title insurance policy or policies for the Project set forth on Schedule 3.05(b)(ii) (“Title Policies”). (c) Except for Permitted Liens, the Project Company has Companies have (x) good and marketable title to or valid leasehold interest in all Acquired Entity Real Property subject to the terms and conditions of the Project Company Leases and (y) good and valid title to, or a valid leasehold in, all of its tangible personal property and assets, free and clear of all Liens; provided, however, that with respect to this representation given as of the Original PSA Date as applied to the Prairie Breeze II Project and the Prairie Breeze III Project, respectively, such Projects remain under construction and inchoate mechanics’ liens exist which will be removed as a Lien prior to the Subsequent Closing Date. (d) With respect to the Acquired Entity Real Property it leases or on which it was granted servitudes or superficies pursuant to the Project Company Leases, the each Project Company has the right to, and does, enjoy peaceful and undisturbed nonexclusive possession under all Project Company Leases, servitudes or superficies under which it is leasing or occupying property in accordance with the terms and conditions of the relevant Project Company Lease, servitude or superficies and subject to the Permitted Liens. Seller has Made Available to Purchaser copies of all Project Company Leases. All rents, royalties and other payments under the Project Company Leases have been paid in full to the extent due. No fees, payments or other assessments are due and owing with respect to any Acquired Entity Real Property owned by a Project Company. (e) Except as set forth in Schedule 3.05(e), each of the Project Company Leases (i) has been duly authorized, executed and delivered by the relevant Project Company and, to the Knowledge of Seller, any other party thereto; (ii) constitutes a valid and binding obligation of the relevant Project Company and, to the Knowledge of Seller, any other party thereto and is enforceable against the relevant Project Company and, to the Knowledge of Seller, any other party thereto in accordance with its terms and (iii) is the complete agreement between the respective parties and unamended (other than as disclosed on Schedule 3.05(b)(i). None of the Seller or the Project CompanyCompanies, or to the Seller’s Knowledge, any other party thereto (x) is in breach of or default under a Project Company Lease, (y) has received any written notice of default, termination or suspension of any Project Company Lease, and to the Knowledge of Seller no action is being taken by any Person to terminate or suspend any Project Company Lease. The Project Company Leases represent the only agreements with respect to the Project Company Real Property. (f) With respect to each Project (except for the Prairie Breeze II Project and the Prairie Breeze III Project) and as of the Subsequent Closing Date with respect to the Prairie Breeze II Project and the Prairie Breeze III Project, the materials, equipment, the Acquired Entity Real Property and the Project Company Leases are all collectively sufficient to enable the each Project to be located, operated and maintained on their applicable Acquired Entity Real Property in accordance with and as contemplated by the Acquired Entity Contracts and the Project Company Leases and provide adequate ingress and egress for any reasonable purpose in connection with the operation and maintenance of the each Project under the relevant Project Company Leases. (g) The equipment and other tangible personal property owned or leased by the Acquired Entities is (i) reasonably adequate for the conduct of the business of the Acquired Entities as currently conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear and have been maintained in accordance with prudent industry practices in all material respects. Except as set forth in Schedule 3.05(g), no asset of any Acquired Entity is subject to any right of first refusal, duty of first offer, purchase option or any similar right.

Personal and Real Property. (a) Other Section 11.13(a) of the Side Letter contains a list of all real property (other than as described in Schedule 3.05(a)the Mining Rights, the Project Company owns no Ancillary Rights and the Water Rights) owned by the SQM Party and the Business Subsidiaries relating to the Business as heretofore developed. The SQM Party and the Business Subsidiaries own such real propertyproperty free and clear of any Liens (other than the Permitted Liens). (b) Schedule 3.05(b)(iSection 11.13(b) sets forth all Leases of the Project Company(collectivelySide Letter contains a list of all significant real property (other than the Mining Rights, the “Project Company Leases”), Ancillary Rights and includes (ithe Water Rights) leased by the title of each Project Company Lease, (ii) SQM Party and the original parties Business Subsidiaries relating to each Project Company Lease, and (iii) all amendments with respect to each Project Company Leasethe Business as heretofore developed. The interests SQM Party and the Business Subsidiaries have the right, by virtue of the Project Company in valid and effective lease agreements, to use all Project Company Leases set forth in Schedule 3.05(b)(i) are insured under the existing owner’s title insurance policy or policies for the Project set forth on Schedule 3.05(b)(ii) (“Title Policies”)such real estate. (c) Except for Permitted Liens, The SQM Party and the Project Company has (x) good Business Subsidiaries have a valid and marketable title to or valid leasehold interest in all Acquired Entity Real Property subject to free of Liens (other than the terms and conditions of the Project Company Leases and (yPermitted Liens) good and valid title to, or a valid leasehold in, all of its personal right to use the tangible personal property and assetsused in the conduct of the Business, free and clear except where the lack of all Lienstitle could not reasonably be expected to have a Material Adverse Effect. (d) With respect to the Acquired Entity Real Property it leases or on which it was granted servitudes or superficies pursuant to the Project Company Leases, the Project Company has the right to, and does, enjoy peaceful and undisturbed nonexclusive possession under all Project Company Leases, servitudes or superficies under which it is leasing or occupying property in accordance with the terms and conditions As of the relevant Project Company LeaseEffective Date of the Joint Venture, servitude or superficies SQM Salar and subject to the Permitted Liens. Seller has Made Available to Purchaser copies of all Project Company Leases. All rents, royalties and other payments under the Project Company Leases have been paid in full to the extent due. No fees, payments or other assessments are due and owing with respect to any Acquired Entity Real Property owned by a Project Company.Business (e) Except as set forth stated in Schedule 3.05(e), each Section 11.13(e) of the Project Company Leases (i) has been duly authorizedSide Letter, executed and delivered by the Project Company and, to the Knowledge of Seller, any other party thereto; (ii) constitutes a valid and binding obligation of the Project Company and, to the Knowledge of Seller, any other party thereto and is enforceable against the Project Company and, to the Knowledge of Seller, any other party thereto in accordance with its terms and (iii) is the complete agreement between the respective parties and unamended (other than as disclosed on Schedule 3.05(b)(i). None of the Seller or the Project Company, or to the Seller’s Knowledge, any other party thereto (x) is in breach of or default under a Project Company Lease, (y) has received any written notice of default, termination or suspension of any Project Company Lease, and to the Knowledge of Seller no action is being taken by any Person to terminate or suspend any Project Company Lease. The Project Company Leases represent the only agreements assets with respect to which the Project Company Real Property. (f) With respect to the Project, the materials, equipment, the Acquired Entity Real Property SQM Party and the Project Company Leases are all collectively sufficient to enable Business Subsidiaries as of the Project to be locatedAgreement Date, operated (and maintained on their applicable Acquired Entity Real Property in accordance with and as contemplated by the Acquired Entity Contracts SQM Salar and the Project Company Leases and provide adequate ingress and egress for any reasonable purpose in connection with the operation and maintenance Business Subsidiaries as of the Project under Effective Date of the Joint Venture) are owners, lessees or lawful users (A) comprise all assets relevant Project Company Leases. (g) The equipment and other tangible personal property owned or leased by the Acquired Entities is (i) reasonably adequate for to the conduct of the business of Business in the Acquired Entities as manner in which it is currently conducted, and (iiB) with respect to those assets in which it is the lessee or lawful user, none of them is owned by any Related Person of the SQM Party, (C) they are in good operating conditioncondition and reasonable use considering their age, regularly and properly maintained, subject to normal wear and tear or normal depletion for this type of assets; and have been maintained in accordance with prudent industry practices in all material respects. Except as set forth in Schedule 3.05(g), no asset (D) the SQM Party is not aware of any Acquired Entity is subject to proceedings, claims, disputes or conditions materially affecting any right of first refusal, duty of first offer, purchase option or any similar rightsuch assets.