Common use of Properties; Titles, Etc Clause in Contracts

Properties; Titles, Etc. (a) Each of the Borrower and the Subsidiaries has good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real and personal Property free and clear of all Liens except Liens permitted by Section 9.03. (b) All leases, easements, rights of way and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof. (d) The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Properties; Titles, Etc. (a) Each of the Borrower and the its Subsidiaries has good and valid defensible title to, valid leasehold interests in, or valid easements, rights of way or other property interests in to all of its real Rigs and personal Property all of its other Properties material to its operations as a whole, in each case, free and clear of all Liens except Liens permitted by Section 9.039.02. (b) All leases, easements, rights of way material leases and other agreements necessary for the conduct of the business of the Borrower and the its Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the its Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the its Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof. (d) The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) All of the real properties and interests therein owned or leased by the Borrower and/or any Subsidiary are accurately described on Schedule 7.16(e) hereto. (f) Schedule 7.16(f) hereto contains a true, complete, description of all of the Rigs owned by the Borrower, its Subsidiaries, the Foreign Subsidiaries and the Non-Filing Subsidiaries.

Properties; Titles, Etc. (a) Each On and as of the Borrower Closing Date, all leases and the Subsidiaries has good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real and personal Property free and clear of all Liens except Liens permitted by Section 9.03. (b) All leases, easements, rights of way and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leasesagreement, which except in each case as could not reasonably be expected to have a Material Adverse Effect. (cb) The rights On and Properties presently ownedas of the Closing Date, leased or licensed by the Borrower and is qualified under Applicable Law (including with BOEM and/or BSEE) to own the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereofProperties. (dc) The On and as of the Closing Date, the Borrower and each Subsidiary owns, (i) owns or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property property material to its business, and the use thereof by the Borrower and such Subsidiary does will not infringe upon the rights of any other Person, except for any such infringements thatand (ii) owns or has valid licenses or other rights to use all databases, individually or geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in its business, subject to the limitations contained in the aggregateagreements governing the use of the same, in each case, except as could not reasonably be expected to result in have a Material Adverse Effect. (d) On and as of the Closing Date, the Borrower has good and marketable title to the Properties, free and clear of all Liens, other than Excepted Liens. As used in this Agreement, “good and marketable title” means title that is reasonably free from risk of litigation over possible defects, such that a court of law or equity would require a buyer to accept. (e) On and as of the Closing Date, the Borrower is not obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any of its Property or any interest therein. (f) On and as of the Closing Date, the Borrower has not received any notice of, or has any knowledge of, any pending or contemplated condemnation proceeding affecting the Properties or any sale or disposition thereof in lieu of condemnation.