Properties; Title. (a) Borrower has insurable fee simple title to the real property comprising part of the Properties and good title to the balance of the Properties owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Mortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, when properly filed in the appropriate records, will create (i) valid, first priority, perfected Liens on Borrower’s interest in the Properties, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), to the extent that a security interest therein may be perfected by the filing of a financing statement in accordance with the UCC, all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. Except as disclosed to Agent in writing, there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting any Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Mortgage. None of the Permitted Encumbrances, individually or in the aggregate, could likely result in a Material Adverse Effect.
Properties; Title. (i) Each of the Issuer and its Subsidiaries has good and defensible title to its Oil and Gas Properties it purports to own as of the date hereof.
Properties; Title. VCP has good and marketable legal title in and ownership of all of its Business Assets, without any limitation on transferability and free and clear of any burden or Lien, except for Permitted Liens.
Properties; Title. The Company does not own any real property. True and correct copies of leases relating to Company Real Property (the "Company Real Property Leases") have been delivered to Buyer. The Company Real Property Leases are in full force and effect and neither party to any such Company Real Property Lease is in material default. The Company Real Property Leases relate to all real property occupied by the Company and the Company has not at any time occupied any other property.
Properties; Title. (A) Schedule 2.8(A) Sets forth a complete list and general description of all real property leased by the Company (the "Leased Property"). Said leases shall terminate at the Closing with the Company having no further liability thereunder. The Company does not own any real property of any kind, nor does it have any interests in real property, of record or beneficially.
Properties; Title. DVSL has good and marketable title to all of its personal property, in each case, free and clear of all Liens other than Permitted Liens.
Properties; Title. (a) Section 3.8(a) of the Seller Disclosure Schedules sets forth a complete list and the location of all Real Property. Seller has good and marketable title to the owned Real Property free and clear of all Liens, except Permitted Exceptions. To the Knowledge of Seller, there are no proceedings, claims, or disputes affecting any Real Property that might interfere with the current use of Seller’s Real Property. No proceeding is pending or, to Seller’s Knowledge, threatened for the taking, expropriation or condemnation of all or any portion of the Real Property. The Real Property is all of the real or immovable property owned, leased or used by Seller and primarily used in Seller’s Business. No Person other than Seller has any oral or written right to lease, sublease or otherwise occupy any portion of the Real Property.
Properties; Title. (a) Borrowers have good, marketable and insurable fee simple title to the real property comprising part of the Properties and good title to the balance of the Properties owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Mortgages, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) valid, first priority, perfected Liens on Borrowers’ interest in the Properties, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting any Property which are or may be Liens prior to, or equal or coordinate with, the Liens of the Mortgages. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by the Mortgages and this Agreement, (b) materially and adversely affect the value of the applicable Property, (c) impair the use or operations of the applicable Property (as currently used), or (d) impair Borrowers’ ability to pay its Obligations in a timely manner.
Properties; Title. The Company has good and marketable legal title in and ownership of all the Assets, without any limitation on transferability and free and clear of any Liens. All Assets are in good operating condition and repair (subject to normal wear and tear) and are suitable for the purpose they are used.
Properties; Title. Each of Borrower and its Subsidiaries has (a) good, sufficient, marketable and legal title to (in the case of fee interests in real property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and valid title to (in the case of all other personal property), all of their respective properties and assets reflected in their respective Historical Financial Statements referred to in Section 4.7 and in the most recent financial statements delivered pursuant to Section 5.1, in each case except for (i) assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 6.9 or (ii) defects in title or interests which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All such properties and assets are in working order and condition, ordinary wear and tear excepted, and except as permitted by this Agreement or any of the Collateral Documents, all such non-leasehold properties and assets are free and clear of Liens. As of the Closing Date, Schedule 4.12 contains a true, accurate and complete list of all real property owned or leased by Borrower and its Subsidiaries or where Collateral or books and records are located.
