Property; Title to Assets Sample Clauses

Property; Title to Assets. (i) The Company or its Subsidiaries, as applicable, has legal, valid and marketable title to, or a valid leasehold interest in, all assets and properties reflected as owned or leased by it, as described in the Registration Statement and Prospectus, in each case free and clear of all liens, security interests, pledges, charges, encumbrances, encroachments, restrictions, mortgages and defects, except such as (i) are disclosed in the each of the Registration Statement and Prospectus or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real property, buildings, improvements, equipment or personal property held or to be held under lease by the Company or any Subsidiary is held under a lease that is valid, existing and enforceable by the Company or such Subsidiary, with such exceptions as (i) are disclosed in the Registration Statement and Prospectus or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and neither the Company nor any Subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any such lease, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (ii) No tenant under any lease of the Company or any Subsidiary holds the lessor’s interest (collectively, the “Leases”) has an option, right of first offer or right of first refusal to purchase the premises demised under such Lease, except as such options, rights of first offer or rights of first refusal which, if exercised, would not reasonably be expected to have a Material Adverse Effect; neither the Company, any Subsidiary nor, to the Company’s knowledge, any other party to any Lease is in breach of or default under any such Lease, except such as are disclosed in each of the Registration Statement and Prospectus or as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; to the Company’s knowledge, no event has occurred, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, except such as are disclosed in each of the Registration Statement and Prospectus or as could not reaso...

Property; Title to Assets. The Company and the Subsidiaries have good and marketable title to all the real property, personal property and other assets, including all interests in mining claims, mining leases, concessions, exploitation or extraction rights, or other property interests or rights or similar rights (“Mining Claims”) that are material to the respective businesses of the Company and the Subsidiaries as currently conducted, and described in the Registration Statement and Prospectuses as being owned respectively by them, in each case free and clear of any lien, except: (i) as subject to the paramount title of the United States in respect of the unpatented mining claims owned by the Company or the Subsidiaries; (ii) liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries; and (iii) liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with IFRS, and the payment of which is neither delinquent nor subject to penalties and except as set forth in the Registration Statement (including the exhibits thereto) and Prospectuses. All material Mining Claims in which the Company or any of the Subsidiaries has an interest or right are valid, subsisting and enforceable. Except as otherwise disclosed in the Registration Statement and Prospectuses, there are no expropriations or similar proceedings or any challenges to title or ownership of which the Company or the Subsidiaries have received notice against the Mining Claims or any part thereof and, to the knowledge of the Company, no such expropriations, proceedings or challenges are contemplated. Neither the Company nor any of its subsidiaries has any obligation to pay any royalty that is material to the Company and its subsidiaries as a whole in respect of any Mining Claims except as disclosed in the Registration Statement and Prospectuses. Except as disclosed in the Registration Statement and the Prospectuses, there are no restrictions on the ability of the Company and the Subsidiaries to use, transfer or otherwise exploit any such Mining Claims except as required by applicable law or security instruments, except where such restrictions would not reasonably be expected to result in a Material Adverse Effect. The Company and Subsidiaries have valid, subsisting and enforceable leases for the real property, improvements, equipment and person...

Property; Title to Assets. (a) Schedule 1 attached hereto contains a true, accurate and complete list of all of Seller's Owned Sites and Leased Sites in Mexico. (b) Schedule 3.4(b) attached hereto contains a true, accurate and complete description of all the Owned Land identified as being transferred pursuant to a ground lease from Sellers to Buyer, including the legal description thereof and a reference to the public instrument pursuant to which Sellers acquired their interest in such tracts of land and the information pertaining to their registration in the Public Registry of Property. Except as set forth in Schedule 3.4(b), the applicable Seller has good and defensible title to all the Owned Land and other real property comprising a portion of the Owned Sites being transferred free of any Liens, encumbrances and other limitations of domain, except Permitted Encumbrances and Liens on the Owned Land pursuant to the Existing Mortgages which Liens are listed on Schedule 3.4(b). (c) Schedule 3.4(c) contains a true, accurate and complete description of the Land Leases relating to the Leased Sites identified as being transferred from Sellers to Buyer including, without limitation, the rent, rent escalators, security deposits, subleasing restrictions, commencement date, expiration date and terms of renewal thereof. Each Land Lease and other leases under which Sellers hold real or personal property constituting a part of such Leased Sites being transferred has been duly authorized, executed and delivered by the applicable Seller and, to such Seller's knowledge, by each of the other parties thereto, and is a legal, valid and binding obligation of such Seller and enforceable against each party thereto in accordance with its terms. Sellers enjoy peaceful and undisturbed possession under all such leases, subject to the terms of each such lease. True, accurate and complete copies of each of such Land Leases have been provided by Sellers to Buyer (or true, accurate and complete descriptions thereof have been set forth in Schedule 3.4(c) with respect to those that are oral). Each such Land Lease is in full force and effect with no default by the applicable Seller thereunder, and to the best of such Seller's knowledge there is no default by the applicable lessor thereunder. Seller has not done or performed, or failed to do or perform any act which would invalidate or provide grounds for the other party thereto to terminate (with or without notice, passage of time or both) any of such leases or in...

Property; Title to Assets. (a) The Company owns no real property. Section 3.10 of the Company Disclosure Schedule lists each parcel of real property currently leased, subleased or licensed by the Company or any Subsidiary together, in each case, with the name of the lessor, the lessee and the date of the lease, sublease, license, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Subsidiary in connection therewith and each material amendment to any of the foregoing (collectively, the "Lease Documents"). (b) True, correct and complete copies of all Lease Documents have been delivered to Parent. All such current leases, subleases and licenses are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a material default) by the Company or any Subsidiary or, to the Company's knowledge, by the other party to such lease, sublease or license. (c) Except as disclosed in Section 3.10 of the Company Disclosure Schedule, the Company and the Subsidiaries own or have valid leasehold interests in, all of their respective properties and assets (other than assets disposed of in the ordinary course of business since December 31, 2004) free and clear of all encumbrances except for defects in title, easements, encroachments, restrictive covenants and similar encumbrances or impediments that are not reasonably likely to have a Company Material Adverse Effect.

Property; Title to Assets. Neither the Company nor its subsidiaries own any real property. Except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, (i) the Company and each of its subsidiaries has the right to use or occupy the Leased Real Property (defined below) under valid and binding leases and (ii) the Company and its subsidiaries have good and valid title to, or a valid license to use or leasehold interest in, all of their respective material tangible assets, free and clear of all liens. “Leased Real Property” means all leasehold or subleasehold estates and all other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Company or its subsidiaries pursuant to any lease. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid and marketable rights to lease or otherwise use, all real property and all personal property that is material to the business of the Company and the subsidiaries, in each case free and clear of all liens.

Property; Title to Assets. (a) Neither the Company nor any of its Subsidiaries owns in fee any real property. (b) Section 3.14(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property leased, licensed subleased or otherwise occupied by the Company or any of its Subsidiaries (collectively, the “Company Leased Real Property”), (ii) the address for each parcel of Company Leased Real Property, and (iii) a description of the applicable lease, sublease or other agreement with respect to the Company Leased Real Property and any and all amendments and modifications relating thereto (the “Lease Agreements”). No Lease Agreement is subject to any Lien, including any right to the use or occupancy of any Company Leased Real Property, other than Permitted Liens. The Company has delivered to Parent a true and complete copy of each such Lease Agreement. With respect to each of the Lease Agreements: (i) the Company’s or its applicable Subsidiary’s possession and quiet enjoyment of the Company Leased Real Property under such Lease Agreement has not been disturbed, and to the Knowledge of the Company, there are no material disputes with respect to such Lease Agreement; and (ii) the Company or its applicable Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Company Leased Real Property or any portion thereof. The Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the business of the Company. (c) Except as has not been, and would not reasonably be expected to be material to the Company and its Subsidiaries, the Company or a Subsidiary of the Company is in possession of and has good and marketable title to, or valid leasehold interest in or valid rights under contract to use, the machinery, equipment, furniture, fixtures, and other tangible personal property and assets owned, leased, or used by the Company or a Subsidiary, free and clear of all Liens other than Permitted Liens.

Property; Title to Assets. EXCO and each of its Subsidiaries has good and defensible title to all of its real and personal property reflected as owned by it in the SEC Filings, free and clear of all Liens except (a) those, if any, reflected in the SEC Filings filed prior to the date of this Agreement or (b) those that, individually or in the aggregate, are not otherwise material. EXCO and each of its Subsidiaries holds its leased real and personal properties under valid and binding leases, with such exceptions as are not materially significant in relation to the business of EXCO and its Subsidiaries taken as a whole. EXCO and each of its Subsidiaries has good and defensible title in fee simple to, or has valid rights to lease or otherwise use, all items of real or personal property currently being used in its respective business that are necessary to its operations as currently conducted, except as are not materially significant in relation to the business of EXCO and it Subsidiaries taken as a whole.

Property; Title to Assets. (a) Real Property Owned or Leased by the Company.

Property; Title to Assets. None of the Group Company owns any real property. Each Group Company has the right to use or occupy the Leased Real Property (as 12

Property; Title to Assets. Subject to real property leases for certain of the Company’s physical locations, if any, the Company holds all right, title, and interest in and to all of its current assets and is current on all of its debt obligations with claims to property and assets that the Company owns, if any, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets. The Company does not own any real property, other than those certain leases mentioned above, if any.