Real Property; Tangible Property Sample Clauses

Real Property; Tangible Property. (a) Neither Partnership, the Partnership Subsidiaries, nor the Partnership JVs (i) owns, or has ever owned, any real property or (ii) is party to a Contract to purchase any real property. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, (i) each material lease, sublease and other agreement (each, a “Partnership Lease”) under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at which the operations of Partnership and its Subsidiaries (or any Partnership JVs) are conducted as of the date hereof (the “Partnership Leased Real Property”), is valid, binding and in full force and effect, subject to the Enforceability Exceptions, (ii) no uncured default on the part of Partnership or, if applicable, its Subsidiary or any Partnership JVs, or, to the knowledge of Partnership, the landlord thereunder exists with respect to any Partnership Lease and (iii) neither the execution and delivery of this Agreement nor the consummation of the Transactions will, with or without notice, the passage of time, or both, give rise to any default under any Partnership Lease. A true, complete and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(b) of the Partnership Disclosure Letter. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, to the knowledge of the Partnership, the buildings, structures and systems occupied by Partnership on the Partnership Leased Real Property are structurally sound, in good operating condition and repair, normal wear and tear excepted, and free of any known latent defects and adequate for the current uses to which they are being put by Partnership and its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any of the Partnership JVs ) has a valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Partnership Lease, the Partnership Leased Real Property, free and clear of all Liens, except for the Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, to the knowledge ...

Real Property; Tangible Property. (a) Schedule 3.13(a) of the Company Disclosure Letter lists, as of the date of this Agreement, all real property owned by the Group Companies (the “Owned Real Property”). The Company or one of the Company Subsidiaries has good and marketable fee simple title to all Owned Real Property, subject only to any Permitted Liens. (b) Schedule 3.13(b) of the Company Disclosure Letter lists, as of the date of this Agreement, all material real property leased by the Group Companies (the “Leased Real Property”). The Company or one of the Company Subsidiaries has a valid, binding and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property and each of the leases, lease guarantees, agreements and documents related to any Leased Real Property, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. None of the Group Companies is in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. None of the Group Companies has received written notice from, or given any written notice to, any lessor of such Leased Real Property of, nor is there any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by the party that is the lessee or lessor of such Leased Real Property. No party to any Company Real Property Lease has exercised any termination rights with respect thereto. (c) The Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets or personal property, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leases. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are necessar...

Real Property; Tangible Property. (a) Schedule 4.15(a) of the Company Disclosure Letter lists all real property owned by a Group Company since the Reference Date (the “Currently Owned Real Property”), identifying properties previously owned (the “Previously Owned Real Property”, and together with the Currently Owned Real Property, collectively, the “Owned Real Property”), in each case since the Reference Date. Other than pursuant to agreements listed on Schedule 4.21(a) of the Company Disclosure Letter, the Group Companies have no remaining liabilities, contingent or otherwise, with respect to the Previously Owned Real Property. The Group Companies own good and valid fee simple title (or local equivalent) in and to the Currently Owned Real Property, free and clear of all Liens (other than Permitted Liens). The improvements, fixtures, building systems and equipment on the Currently Owned Real Property (i) are in good condition and repair in all material respects, subject to reasonable wear and tear, (ii) have reasonable access to public roads or valid easements for ingress and egress and (iii) have access to such sewer, water, gas, electric, telephone and other utilities, in each case, as are reasonably necessary and sufficient to allow the businesses of the Group Companies to be operated as currently conducted by the Group Companies. To the Knowledge of the Company, no condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to the Currently Owned Real Property is pending or threatened. The current use of the Currently Owned Real Property by the Group Companies does not breach in any material respect any restrictive covenants or easements of record, other unrecorded agreement, or other encumbrance affecting any of the Currently Owned Real Property. None of the Group Companies is party to any leases or subleases granting to any party or parties the right of use or occupancy of any portion of any parcel of Currently Owned Real Property, and there are no other parties other than the Group Companies occupying the Currently Owned Real Property. There are no (i) outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any other party to purchase the Currently Owned Real Property or any material portion thereof or material interest therein or (ii) pending contracts for the sale or ground lease of any Currently Owned Real Property or any portion thereof. The consummation of the transactions contemplated by...

Real Property; Tangible Property. (a) Except as set forth on Section 4.13(a) of the Company Disclosure Letter, no Group Company currently owns any real property or has, since the Reference Date, owned any real property. (b) Section 4.13(b)(i) of the Company Disclosure Letter sets forth a true, correct and complete list of each material real property lease to which any Group Company is a party as of the date of this Agreement (the “Company Real Property Leases”). Except as set forth on Section 4.13(b)(ii) of the Company Disclosure Letter, and except for each Company Real Property Lease that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date and except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (x) each Company Real Property Lease is in full force and effect and represents a legal, valid and binding obligation of the applicable Group Company party thereto (in each case, other than any Company Real Property Lease that terminates or expires in accordance with its terms after the date of this Agreement) and, to the Knowledge of the Company, represents a legal, valid and binding obligation of the counterparties thereto (subject in each case to the Enforcement Exceptions), (y) neither the Company nor, to the Knowledge of the Company, any other party thereto, is in material breach of or in default under, and no event has occurred which, with notice or lapse of time or both, would become a material breach of or default under, any Company Real Property Lease, and (z) as of the date of this Agreement, no party to any Company Real Property Lease has given any written notice of any claim of any such breach, default or event.

Real Property; Tangible Property. From and after the Contribution Closing Date, should Acquirer discover any Title Defects with respect to any parcel of Owned Real Property or any item of Tangible Property arising from actions or inactions of the Contributor Parties or the Propane Group Entities prior to the Contribution Closing Date, and such Title Defects materially interfere with the conduct, operation or use of such Owned Real Property or Tangible Property as conducted, operated or used as of the Contribution Closing Date or prevents Acquirer’s or a Propane Group Entity’s sale of such Owned Real Property or Tangible Property after the Contribution Closing Date, then, in addition to any remedies provided to Acquirer under Article VIII, the Contributor Parties shall, at their sole expense and at the request of Acquirer, take all commercially reasonable actions to cure such defects.

Real Property; Tangible Property. Neither the Company nor its Subsidiaries owns any real property. There are no other parties occupying, or with a right to occupy, any real property leased by the Company. The Company and each Subsidiary has good and valid title to, or, in the case of leased properties and leased assets, valid leasehold interests in, all of its material tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except for Permitted Liens.

Real Property; Tangible Property. (a) (i) Section 4.16(a)(i) of the First Majestic Disclosure Letter sets forth, as of the date of this Agreement, a list of the Real Property Rights held by First Majestic and the First Majestic Subsidiaries (the “First Majestic Real Property Rights”) reasonably required to permit the operation of First Majestic’s business as owned and conducted as of the date of this Agreement that is true and correct in all material respects; and (ii) Section 4.16(a)(ii) of the First Majestic Disclosure Letter sets forth, as of the date of this Agreement, a list of the Mining Rights held by First Majestic and the First Majestic Subsidiaries (the “First Majestic Mining Rights”) reasonably required for the operation of First Majestic’s business as owned and conducted as of the date of this Agreement that is true and correct in all material respects. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a First Majestic Material Adverse Effect, (i) none of First Majestic or any of the First Majestic Subsidiaries has received notice of any default under any agreement or instrument under which any of the First Majestic Real Property Rights or the First Majestic Mining Rights are constituted, and (ii) (A) First Majestic and the First Majestic Subsidiaries are in good standing under all, and are not in default under any First Majestic Mining Right, and (B) there is no existing condition, circumstance or matter which constitutes or which, with the passage of time or the giving of notice or both, would constitute a default under any, agreements or instruments under which the First Majestic Real Property Rights or First Majestic Mining Rights are constituted and, to the knowledge of First Majestic, all such agreements and instruments are in good standing and in full force and effect and none of the counterparties to such agreements and instruments is in default thereunder. (c) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a First Majestic Material Adverse Effect, First Majestic and the First Majestic Subsidiaries own or have the right to use all of the First Majestic Real Property Rights and First Majestic Mining Rights, free and clear of all Liens, other than Permitted Liens. (d) Except as disclosed in Section 4.16(d) of the First Majestic Disclosure Letter: (A) there is no written claim that has been made to First Majestic or the First Majestic Subsidiaries, or, to the kn...

Real Property; Tangible Property. (a) Neither Diamond nor the Diamond Subsidiaries (i) owns, or has ever owned, any real property or (ii) is party to a Contract to purchase any real property. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect, (i) each material lease, sublease and other agreement (each, a “Diamond Lease”) under which Diamond or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property at which the operations of Diamond and its Subsidiaries are conducted as of the date hereof (the “Diamond Leased Real Property”), is valid, binding and in full force and effect, subject to the Enforceability Exceptions, (ii) no uncured default on the part of Diamond or, if applicable, its Subsidiary or, to the knowledge of Diamond, the landlord thereunder exists with respect to any Diamond Lease and (iii) neither the execution and delivery of this Agreement nor the consummation of the Transactions will, with or without notice, the passage of time, or both, give rise to any right of the landlord or any other Person under any Diamond Lease. A true, complete and correct copy of each Diamond Lease has been made available to Seaways and a list thereof is set forth on Section 3.17(b) of the Diamond Disclosure Letter. Except as would not, individually or in the aggregate, reasonably be expected to have a Diamond Material Adverse Effect, the buildings, structures and systems occupied by Diamond on the Diamond Leased Real Property are structurally sound, in good operating condition and repair, normal wear and tear excepted, and free of any known latent defects and adequate for the current uses to which they are being put by Diamond and its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect, Diamond and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Diamond Lease, the Diamond Leased Real Property, free and clear of all Liens, except for the Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Diamond Material Adverse Effect, there are no condemnation proceedings pending or, to the knowledge of Diamond, threatened with respect to any Diamond Leased Real Property. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Diamond Materi...

Real Property; Tangible Property. (a) The Company owns no real property. (b) The Disclosure Schedule describes all leases or agreements to lease under which the Company leases any real or immovable property (collectively, the “Leases”). The names of the other parties to the Leases, the description of the Leased Premises, the term, rent and other amounts payable under the Leases and all renewal options available under the Leases are accurately set out in the Disclosure Schedule. Complete and correct copies of the Leases have been provided to Purchaser.