Common use of Properties, Assets and Leasehold Estates Clause in Contracts

Properties, Assets and Leasehold Estates. JSM owns or has the right to use (pursuant to a valid lease or license disclosed on Section 4.11 of the Disclosure Schedule) all property, real or personal, tangible or intangible, (i) reflected on the Reference Balance Sheet (other than items sold by JSM since the Balance Sheet Date in the Ordinary Course of Business for which the proceeds from such sales did not exceed $50,000 individually or in the aggregate) or (ii) utilized in or necessary for the operation of its business. Section 4.13 of the Disclosure Schedule sets forth a true and complete list of all such property as of the date hereof (with all property that is leased or licensed being designated as such). JSM has good and marketable title to all the properties, interests in properties, assets and leasehold estates, real and personal, set forth in Section 4.13 of the Disclosure Schedule, free and clear of all mortgages, liens, pledges, conditional sales agreements, charges, easements, covenants, assessments, restrictions and encumbrances of any nature whatsoever. All leases of property under which JSM purports to be a lessee are valid, binding and in full force and effect. Except as set forth in Section 4.13 of the Disclosure Schedule, the structures, equipment and other properties owned or used by JSM are in good operating condition and repair, normal wear and tear excepted; provided, however, that no representation is provided with respect to the operational condition of JSM's rigs. During the past two years, there has not been any significant interruption of the business of JSM due to the breakdown or inadequate maintenance of any of the assets of JSM. All such structures, equipment and other properties of JSM and the present use of such items conform to all Governmental Requirements, and no notice of any violation of any such Governmental Requirements relating to such assets or their use has been received by JSM. JSM has all easements, rights of ingress and egress, and utilities and services necessary for all operations conducted by it. Neither the whole nor any portion of any real property owned or occupied by JSM has been condemned or otherwise taken by any public authority, nor, to the best of the Shareholders's and JSM's knowledge, is any such condemnation or taking threatened or planned.

Properties, Assets and Leasehold Estates. JSM Except as set forth on Schedule 4.10, Agreements of Lease Assignment or the Real Property Contracts, Seller owns or has the right to use (pursuant to a valid lease or license disclosed on Section 4.11 of the Disclosure ScheduleSchedule 4.8 (as supplemented)) all property, real or personal, tangible or intangible, (i) reflected on operating assets and properties necessary for Seller to conduct the Reference Balance Sheet (other than items sold by JSM since the Balance Sheet Date Business in the Ordinary Course manner presently conducted by Seller, and all of Business for which the proceeds from such sales did not exceed $50,000 individually or operating assets and properties (or, in the aggregatecase of leased assets, the leases covering such assets) are included in the Assets. Except as set forth on Schedule 4.10, Agreements of Lease Assignment or (ii) utilized in or necessary for the operation of its business. Section 4.13 of the Disclosure Schedule sets forth a true and complete list of all such property as of the date hereof (with all property that is leased or licensed being designated as such). JSM Real Property Contracts, Seller has good and marketable title to all the properties, interests in properties, assets and leasehold estates, real and personal, set forth in Section 4.13 of the Disclosure Schedule, Assets free and clear of all mortgages, liens, pledges, conditional sales agreements, charges, easements, covenants, assessments, restrictions and encumbrances of any nature whatsoever. All leases of property under which JSM purports to be a lessee are valid, binding and in full force and effectEncumbrances (except Permitted Encumbrances). Except as set forth in Section 4.13 on Schedule 4.10, Agreements of Lease Assignment or the Disclosure ScheduleReal Property Contracts, the plants, structures, equipment equipment, vehicles and other tangible properties owned or used included in the Assets and the tangible property leased by JSM Seller under leases included in the Assets are in good operating condition and repair, normal wear and tear excepted; provided, howeverand are capable of being used for their intended purpose in the Business as now conducted. Except as set forth on Schedule 4.10, that no representation is provided Agreements of Lease Assignment or the Real Property Contracts, the Assets include all existing warranties and service contracts with respect to any of the operational condition Assets to the extent the same are capable of JSM's rigsbeing assigned to Purchaser. During Except as set forth on Schedule 4.10, Agreements of Lease Assignment or the Real Property Contracts, during the past two years, there has not been any significant interruption of the business of JSM Business due to the breakdown or inadequate maintenance of any of the assets Assets. Except as set forth on Schedule 4.10, Agreements of JSM. All such Lease Assignment or the Real Property Contracts, all plants, structures, equipment equipment, vehicles and other tangible properties of JSM included in the Assets, and the present use of all such items items, conform to all applicable material Governmental Requirements, and no notice of any violation of any such Governmental Requirements relating to such assets or their use has have been received by JSMSeller. JSM has Except as set forth on Schedule 4.10, Agreements of Lease Assignment or the Real Property Contracts, the Assets include all easements, rights of ingress and egress, and utilities and services necessary for all operations conducted by itthe conduct of the Business, as presently being conducted. Neither Except as set forth on Schedule 4.10, Agreements of Lease Assignment or the Real Property Contracts, neither the whole nor any portion of any real property owned to be conveyed or occupied by JSM has been leased to Purchaser pursuant to any document referred to in this Agreement are currently subject to being condemned or otherwise taken by any public authority, nor, to the best Best Knowledge of each of Seller and the Shareholders's and JSM's knowledge, is any such condemnation or taking threatened or planned.

Properties, Assets and Leasehold Estates. JSM SUITS or a Subsidiary owns or has the right to use (pursuant to a valid lease or license disclosed on Section 4.11 4.12 of the Disclosure Schedule) all property, real or personal, tangible or intangible, (i) reflected on the Reference Balance Sheet (other than the Excluded Assets and items sold by JSM SUITS or a Subsidiary since the Balance Sheet Date in the Ordinary Course of Business for which the proceeds from such sales did not exceed $50,000 25,000 individually or $50,000 in the aggregate) or (ii) utilized in or necessary for the operation of its businessbusiness (including without limitation the Rigs). Section 4.13 4.12 of the Disclosure Schedule sets forth a true and complete list of all such property (other than the Rigs which are fully described on Exhibit E hereto) as of the date hereof (with all property that is leased or licensed being designated as such). JSM SUITS or a Subsidiary has good and indefeasible title to all real property interests (including leasehold estates) and good and marketable title to all the propertiesother properties and assets, interests in properties, assets and leasehold estates, real and personal, each as set forth in Section 4.13 4.12 of the Disclosure Schedule, free and clear of all mortgages, liens, pledges, conditional sales agreements, charges, easements, covenants, assessments, restrictions and encumbrances of any nature whatsoever, and there are no pending or, to SUITS' knowledge, no threatened claims of any Person challenging SUITS' or a Subsidiary's title or rights to the properties, assets and leasehold estates listed on Schedule 4.12 or otherwise utilized in or necessary for the operation of SUITS' or the Subsidiaries' business. All material leases of property under which JSM SUITS or a Subsidiary purports to be a lessee are valid, binding and in full force and effect. Except as set forth in Section 4.13 of the Disclosure Schedule, the structures, equipment and other properties owned or used by JSM are in good operating condition and repair, normal wear and tear excepted; provided, however, that no representation is provided with respect to the operational condition of JSM's rigs. During the past two years, there has not been any significant interruption of the business of JSM due to the breakdown or inadequate maintenance of any of the assets of JSM. All such structures, equipment and other properties of JSM SUITS or a Subsidiary and the present use of such items conform to all Governmental Requirements, and no notice of any violation of any such Governmental Requirements relating to such assets or their use has been received by JSMSUITS or a Subsidiary. JSM SUITS and each Subsidiary has all easements, rights of ingress and egress, and utilities and services necessary for all operations conducted by it. Neither the whole nor any portion of any real property owned or occupied by JSM has been condemned or otherwise taken by any public authority, nor, to the best of the Shareholders's and JSM's knowledge, is any such condemnation or taking threatened or planned.any

Properties, Assets and Leasehold Estates. JSM owns (a Set forth on Part 4.10(a) of the Disclosure Schedule is a description of each item of personal property, excluding inventory, owned by Seller that had a book value as of the Balance Sheet Date greater than $10,000. For purposes of this Section 4.10, "personal property" excludes Intellectual Property. Seller has good title to all of its personal property that is material to Seller's business, results of operations, financial condition or has the right to use Assets (pursuant to a valid lease or license disclosed including, without limitation, those items of personal property set forth on Section 4.11 Part 4.10(a) of the Disclosure Schedule) all property, real or personal, tangible or intangible, (i) reflected on the Reference Balance Sheet (other than items sold by JSM since the Balance Sheet Date in the Ordinary Course of Business for which the proceeds from such sales did not exceed $50,000 individually or in the aggregate) or (ii) utilized in or necessary for the operation of its business. Section 4.13 of the Disclosure Schedule sets forth a true and complete list of all such property as of the date hereof (with all property that is leased or licensed being designated as such). JSM has good and marketable title to all the properties, interests in properties, assets and leasehold estates, real and personal, set forth in Section 4.13 of the Disclosure Schedule, free and clear of all mortgagesEncumbrances, liensexcept for Permitted Encumbrances and those Encumbrances set forth on Part 4.10(a) of the Disclosure Schedule. (b Set forth on Part 4.10(b) of the Disclosure Schedule is a description of each item of personal property leased by Seller for which the annual rent payable under the applicable lease or contract exceeds $10,000. Seller has good title to all the leasehold estates pursuant to which the personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased, pledgesfree and clear of all Encumbrances, conditional sales agreementsexcept for Permitted Encumbrances and those Encumbrances set forth on Part 4.10(b) of the Disclosure Schedule. Seller has not breached any provision of and is not in default (and no event or circumstance exists that with notice, chargesor the lapse of time or both, easements, covenants, assessments, restrictions and encumbrances would constitute a default by Seller) under the terms of any nature whatsoeverlease or other agreement pursuant to which the personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased. All To the Best Knowledge of Seller and each Escrow Stockholder, all of such leases of property under which JSM purports to be a lessee or other agreements are valid, binding and in full force and effect. Except as There are no pending or, to the Best Knowledge of Seller and each Escrow Stockholder, threatened disputes with respect to any lease or other agreement pursuant to which the personal property set forth in Section 4.13 on Part 4.10(b) of the Disclosure ScheduleSchedule is leased, which would have a Material Adverse Effect and, to the Best Knowledge of Seller and each Escrow Stockholder, the structures, equipment and other properties owned or used by JSM are in good operating condition and repair, normal wear and tear excepted; provided, however, that no representation is provided with respect to the operational condition of JSM's rigs. During the past two years, there lessor thereunder has not been breached any significant interruption provision of the business of JSM due to the breakdown or inadequate maintenance of any of the assets of JSM. All such structures, equipment and other properties of JSM and the present use of such items conform to all Governmental Requirements, is not in default (and no notice of any violation event or circumstance exists that with notice, or the lapse or time or both, would constitute a default by the lessor) under the terms of any such Governmental Requirements relating to such assets lease or their use has been received by JSM. JSM has all easements, rights of ingress and egress, and utilities and services necessary for all operations conducted by it. Neither the whole nor any portion of any real property owned or occupied by JSM has been condemned or otherwise taken by any public authority, nor, to the best of the Shareholders's and JSM's knowledge, is any such condemnation or taking threatened or plannedother agreement.

Properties, Assets and Leasehold Estates. JSM TEXONA owns or has the right to use (pursuant to a valid lease or license disclosed on Section 4.11 Schedule 4.12 of the Disclosure Schedule) all property, real or personal, tangible or intangible, (i) reflected on the Reference Balance Sheet (other than items sold by JSM TEXONA since the Balance Sheet Date in the Ordinary Course of Business for which the proceeds from such sales did not exceed $50,000 individually or $100,000 in the aggregate) or (ii) utilized in or necessary for the operation of its business. Section 4.13 4.12 of the Disclosure Schedule sets forth a true and complete list of all such property as of the date hereof (with all property that is leased or licensed being designated as such). JSM TEXONA has good and marketable defensible title to all the properties, interests in properties, assets and leasehold estates, real and personal, set forth in Section 4.13 Schedule 4.12 of the Disclosure Schedule, free and clear of all mortgages, liens, pledges, conditional sales agreements, charges, easements, covenants, assessments, restrictions and encumbrances of any nature whatsoever, except as described on Schedule 4.12 of the Disclosure Schedule,, and no Person has ever challenged or given TEXONA notice of its intent to challenge TEXONA's title or rights to the properties, assets and leasehold estates listed on Schedule 4.12 or otherwise utilized in or necessary for the operation of TEXONA's business. All leases of property under which JSM TEXONA purports to be a lessee are valid, binding and in full force and effect. Except as set forth in Section 4.13 of the Disclosure Schedule, the structures, equipment and other properties owned or used by JSM are in good operating condition and repair, normal wear and tear excepted; provided, however, that no representation is provided with respect to the operational condition of JSM's rigs. During the past two years, there has not been any significant interruption of the business of JSM due to the breakdown or inadequate maintenance of any of the assets of JSM. All such structures, equipment and other properties of JSM TEXONA and the present use of such items conform to all Governmental Requirements, and no notice of any violation of any such Governmental Requirements relating to such assets or their use has been received by JSMTEXONA. JSM TEXONA has all easements, rights of ingress and egress, and utilities and services necessary for all operations conducted by it. Neither the whole nor any portion of any real property owned or occupied by JSM TEXONA has been condemned or otherwise taken by any public authority, nor, to the best of the ShareholdersSHAREHOLDERS's and JSMTEXONA's knowledge, is any such condemnation or taking threatened or planned. TEXONA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION, FITNESS FOR A PARTICULAR PURPOSE, QUANTITY, QUALITY OR USEFULNESS OF ANY TANGIBLE PROPERTY OF TEXONA, NOTWITHSTANDING ANY OTHER IMPLIED PROVISION OF THIS AGREEMENT OR THE LAW. TRC AND TAC HAVE MADE AND ARE RELYING SOLELY ON THEIR OWN INDEPENDENT INSPECTION AND EXAMINATION OF SUCH PROPERTY. NEITHER TRC NOR TAC IS RELYING ON ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, BY TEXONA AS TO THE QUALITY OF ANY OF SUCH PROPERTY, ITS CONDITION, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, AND THE SAME IS ACCEPTED AS IS, WHERE IS, WITH ALL DEFECTS AND REDHIBITORY VICES, KNOWN OR UNKNOWN, APPARENT OR HIDDEN.