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Property Matters Sample Clauses

Property Matters. (1) The Transaction Entities or the Subsidiaries have good and marketable title (either in fee simple or pursuant to a leasehold interest) to all of the properties owned or leased by them (the “Properties”), in each case, free and clear of all Liens except such as (i) are disclosed in the Prospectus; or (ii) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Any real property, improvements, equipment and personal property held under lease by the Company or any Subsidiary are held under valid, existing and enforceable leases which are in full force and effect, and none of the Company, Operating Partnership nor any Subsidiary or, to any Transaction Entity’s knowledge, any other party, is in default under any such lease, with such exceptions as are disclosed in the Prospectus or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (2) All of the leases and subleases under which the Company, Operating Partnership or any Subsidiary lease any portion of the Properties are in full force and effect; there are no uncured events of default, or events that with the giving of notice or passage of time, or both, would constitute an event of default, by any Transaction Entity nor any tenant under any of the terms and provisions of the leases described above; and none of the Company, Operating Partnership nor any Subsidiary has received any notice of any claim asserted by anyone adverse to the rights of the Company, Operating Partnership or Subsidiary under any of the leases or questioning or affecting the rights of the tenant of the continued possession of the leased or subleased premises under any such lease or sublease, in each case other than those that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or that have been, in the reasonable judgment of the Company, adequately reserved for in the Company’s consolidated financial statements. No tenant which has been specifically identified in the Prospectus under any of the leases at the Properties has a right of first refusal or other right or option to purchase the premises demised under such lease, other than those which are disclosed in the Prospectus or with respect to properties the value of which are not material to the Transaction Entities and the Subsidiaries as a whole; (3) Except as disclosed in the Prospectus, none of the Transaction Entities, nor any Subsid...
Property Matters. (a) Section 7.18(a) of the Hippo Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by Hippo and its Subsidiaries (to the extent relating to the Hippo Institutional Pharmacy Business) (collectively, the “HippoRx Leases”), including, with respect to each location, a description of (i) the location of the premises (the “HippoRx Leased Premises”), (ii) the landlord, (iii) the date of the lease and (iv) the dates of any extensions, amendments, supplements and other modifications thereof. All HippoRx Leases are valid and in full force and effect. Neither Hippo nor any of its Subsidiaries nor, to the knowledge of Hippo, any other party to any HippoRx Lease has (i) violated any provisions of, or committed or failed to perform any act that, with or without notice, lapse of time or both, would constitute a default under the provisions of any HippoRx Lease, (ii) received notice of any of the events in clause (i) or (iii) received notice of termination, cancellation or non-renewal of any such HippoRx Lease. Hippo has made available to Rhino true and complete copies of all the HippoRx Leases, all modifications or amendments thereto or waivers thereunder and all subordination and non-disturbance agreements relating thereto. (b) Section 7.18(b) of the Hippo Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property owned by Hippo and its Subsidiaries (to the extent relating to the Hippo Institutional Pharmacy Business) (collectively, the “HippoRx Owned Properties”). With respect to any HippoRx Owned Property, Hippo has provided to Rhino true and correct copies of the most recent title insurance policy and survey, if any, held by the applicable owner with respect thereto. The HippoRx Owned Properties and the HippoRx Leased Premises constitute all of the real property used or occupied by Hippo and its Subsidiaries in connection with the Hippo Institutional Pharmacy Business. Each entity listed on Section 7.18(b) of the Hippo Disclosure Schedule as owning a HippoRx Owned Property has good fee simple title to such HippoRx Owned Property, subject to no Liens other than Liens listed on Section 7.18(b) of the Hippo Disclosure Schedule, and none of the structures on a Hippo Owned Property encroaches upon real property of another Person, and no structure of any other Person encroaches upon any HippoRx Owned Property. (c) There does n...
Property Matters. (A) Except as disclosed in the Registration Statement and the Prospectus or as would not, individually or in the aggregate, have a Material Adverse Effect, the Company or its subsidiaries have good and marketable title (either in fee simple or pursuant to a leasehold interest) to all of the properties owned or leased by them (the “Properties”), in each case, free and clear of all liens, encumbrances, claims, security interests and defects; (B) Except as disclosed in the Registration Statement and the Prospectus or as would not, individually or in the aggregate, have a Material Adverse Effect, neither the Company nor, to the knowledge of the Company, any tenant of any of the Properties is in default under (i) any space leases (as lessor or lessee, as the case may be) relating to the Properties, or (ii) any of the mortgages or other security documents or other agreements encumbering or otherwise recorded against the Properties, and the Company does not know of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any such lease, mortgage, security document or other agreements; (C) Other than as would not have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor its subsidiaries has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, and neither the Company nor its subsidiaries knows of any such threatened condemnation or zoning change;
Property Matters. (i) Except as set forth in Schedule 4.1(n), Seller has good and indefeasible title, or a valid leasehold interest in, or otherwise has the valid right to use the real property and personal property included in the Subject Assets, free and clear of all Liens, other than Permitted Encumbrances. (ii) Exhibit A correctly describes all rights of way and easements included in the Subject Assets, which shall be assigned by Seller to Buyer under special warranty assignments. Except as set forth in Schedule 4.1(n), (A) the rights of way and easements disclosed in Exhibit A constitute all of the easements, servitudes, rights of way, leases, licenses, and similar agreements held by Seller relating to real property constituting parts of the Subject Assets; (B) each right of way or easement disclosed in Exhibit A is valid and binding and in full force and effect; (C) Seller is not in breach of or default under, and to Seller’s knowledge, no other party to any such right of way or easement is in breach of or default under, in any material respect, any of the provisions of any such right of way or easement; (D) all rentals and other payments due under such rights of way and easement have been paid; (E) the consummation of the transactions contemplated by this Agreement and the Transaction Agreements and the performance of the provisions hereof or thereof will not constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation under, or give rise to any loss of any benefit under, any such right of way; and (F) except as set forth in Schedule 4.1(n)(ii)(F), such rights of way and easements cover the entire and continuous length of the Hilltop Resort Gathering System as it exists and is used today, and there are no spatial gaps in any of such rights of way or easements and such rights of way and easements grant Seller the right to construct, operate, maintain the Hilltop Resort Gathering System as it exists and is used today in, over, and across the real property covered thereby, and to receive, gather, and redeliver Seller’s gas from lands in the AMI (as such term is defined in the Gas Gathering Agreement). (iii) To Seller’s knowledge, there are no condemnation or similar proceedings pending or threatened against any of the Subject Assets. (iv) Except as set forth in Schedule 4.1(n), to the knowledge of Seller, the personal property, fixtures, and improvements included in the Subject Assets are in good repair, w...
Property Matters. 4.16.1 Except as disclosed on Schedule 4.16, no notices have been received by Kensington-Rochester from the holder of any of the existing mortgages on the Property or from insurers or governmental authorities requiring any work to be performed with respect to the Property which has not already been performed. 4.16.2 Except as disclosed on Schedule 4.16, the Property and the present use of the Property does not violate any provisions of any applicable zoning ordinances, building codes, fire regulations, or other governmental ordinances, orders, or regulations. 4.16.3 Except as disclosed on Schedule 4.16, there are no hidden structural or mechanical defects in the buildings or improvements located on the Real Estate or of any roof or wall leaks, or backed up sewer problems. All improvements on the Real Estate were constructed in accordance with applicable law and substantially in conformity with all plans and specifications pertaining thereto, copies of which have been delivered to or made reasonably available to Karrington. At Closing, Kensington- Rochester shall assign all of its interest in appliance and equipment manufacturers' warranties, and all other warranties relating to the construction of the improvements on the Real Estate, if any, to the extent assignable. 4.16.4 Except as disclosed in Schedule 2.1.2, there are no leases affecting the Real Estate except for the Resident Agreements. 4.16.5 To the Knowledge of Xxx X. Xxxxxxxxx there is no threatened taking by any governmental authority which would affect, involve or be adverse to the Property. 4.16.6 To the Knowledge of Xxx X. Xxxxxxxxx, except as disclosed in the Environmental Audit, there are no xxxxx, underground or above-ground storage tanks, or individual sewage treatment systems on the Property.
Property Matters. (a) Schedule 4.10(a) sets forth an accurate and complete list of the Owned Included Product Patent Rights and to the Knowledge of the Company the Licensed Included Product Patent Rights. For each Patent set forth on Schedule 4.10(a) the Company has indicated: (i) the application number; (ii) the patent or registration number, if any; (iii) the country or other jurisdiction where the Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereof. (b) The Company (or the Company Party indicated on Schedule 4.10(a)) is the sole and exclusive owner of the entire right, title and interest in each of the Owned Included Product Patent Rights. Other than Permitted Liens, the Owned Included Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party, and to the Knowledge of the Company there are no facts that would preclude the Company from having unencumbered title to the Owned Included Product Patent Rights. No Company Party has received any written notice of any claim by any Third Party challenging Company Parties’ ownership of the Owned Included Product Patent Rights. (c) Except as set forth on Schedule 4.10(c), each inventor named on the Owned Included Product Patent Rights, has executed a Contract assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company (or the respective Company Party indicated on Schedule 4.10(a)), and each such Contract has been duly recorded at the United States Patent and Trademark Office. (d) To the Knowledge of the Company, no issued Owned Included Product Patent Right has lapsed, expired or otherwise been terminated and no Owned Included Product Patent Right applications have lapsed, expired, been abandoned or otherwise been terminated, other than by operation of law or in the ordinary course of patent prosecution. (e) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to any of the Owned Included Product Patent Rights. (f) To the Knowledge of the Company, each of the Owned Included Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with Applicab...
Property MattersThe Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Property is cared for, protected or insured, it being understood and agreed that in respect of the Property, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, and that Agent shall have no duty or liability whatsoever to the Lenders, except to the extent resulting from its gross negligence or willful misconduct.
Property Matters. (a) The Leased Property is free and clear of agreements, covenants and Liens, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to the Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the execution and delivery of this Lease), or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted Encumbrances"); and the Lessee shall warrant and defend the Lessor's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever; (b) There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, and the Lessee is not aware, to the best of the Lessee's knowledge and belief, that any such proceeding is contemplated; (c) No part of the Leased Property has been damaged by any fire or other casualty. The Leased Improvements are in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or design; (d) None of the Permitted Encumbrances has or is likely to have a material adverse impact upon, nor interfere with or impede, in any material respect, the operation of the Leased Property in accordance with the Primary Intended Use; (e) All buildings, facilities and other improvements necessary, both legally and practically, for the proper and efficient operation of the Facility are located upon the Leased Property and all real property and personal property currently utilized by the Lessee is included within the definition of the Leased Property; (f) The Leased Property abuts on and has direct vehicular access to a public road or access to a public road via permanent, irrevocable, appurtenant easements; (g) The Leased Property constitutes a separate parcel for real estate tax purposes and no portion of any real property that does not constitute a portion of the Leased Property is part of the same tax parcel as any part of the Leased Property; (h) All utilities necessary for the use and operation of the Facility are available to the lot lines of the Leased Property: (i) in sufficient supply and capacity;
Property Matters. (a) Each party waives and renounces the benefit of all provisions of law, as now in effect or as enacted in the future, relating to actions of partition of real and personal property, and agrees that it will not resort to any actions in law or in equity to partition the real and personal property subject to this Agreement. In addition, each party acknowledges (i) that dilution and conversion of a Participating Interest is a fair means of measuring the anticipated economic impact of non-participation in the applicable circumstances referred to herein and (ii) that conversion to a royalty can lead to an interest of greater value than the originally held Participating Interest. (b) The parties shall be entitled to (i) record their Participating Interests in respect to the Claims comprising the Property and (ii) register their Participating Interests in the Property. The parties shall execute such documentation as may be required, from time to time, to effect such transfers of title. (c) Should the Operator wish to abandon any of the Claims comprising the Property, it shall give the Non-Operator notice of its intention to do so and the Non-Operator may thereafter give notice to the Operator, within 30 days of the Operator's notice, electing to have such Claims transferred to it. Should the Non-Operator make such an election, the Operator shall forthwith execute any documentation necessary to transfer such Claims to the Non-Operator and such mineral properties shall be in good standing for a period of at least 90 days from the date of the Operator's notice. If the Non-Operator does not make such an election within such 30 day period, the Operator may abandon such mineral properties. Subsequent to such 30 day period, the definition of Property shall exclude such Claims, and the Operator shall have no further obligations or responsibilities in respect of such mineral properties, except for those obligations and responsibilities in respect of environmental laws arising in respect of operations conducted by the Operator prior to such abandonment or transfer. (d) Notwithstanding any other provision of this Agreement, the following provisions of this section 3.5(d) shall apply in the event the Operator recommends to the Joint Venture Committee, at any time, to place any part of the Property into production. In the event the Operator makes such recommendation, the Operator shall make available to the Non-Operator all of the data and information relied upon by the Oper...