Title, Etc. (a) The Borrower and each of its Subsidiaries has indefeasible title in fee simple to, or valid leasehold or easement interests in, all of their respective real property, and good title to all of their respective personal property, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. None of such property is subject to any Lien, except for Liens permitted by Section 7.01.
(b) The Pipeline Systems are covered by recorded fee deeds, rights of way, easements, leases, servitudes, permits, licenses, or other instruments (collectively, “Pipeline Rights”) in favor of the Borrower or its Subsidiaries, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. The Pipeline Rights establish a contiguous and continuous right of way for the Pipeline Systems and grant the Borrower or its Subsidiaries the right to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have inspected, operated, repaired, and maintained the Pipeline Systems as reflected in the Audited Financial Statements; provided, however, (A) some of the Pipeline Rights granted to the Borrower or its Subsidiaries by private parties and Governmental Authorities are revocable at the right of the applicable grantor or its successors-in-interest, (B) some of the rights of way may cross properties that are subject to Liens, covenants, conditions, and restrictions in favor of third parties that have not been subordinated to the Pipeline Rights; and (C) some rights of way are subject to certain defects, limitations and restrictions; provided, further, that none of the limitations, defects, and restrictions described in clauses (A), (B) and (C) above, individually or in the aggregate, (x) materially interfere with the ordinary conduct of Business or (y) have a Material Adverse Effect.
(c) The Terminals are covered by fee deeds, real property leases, or other instruments (collective...
Title, Etc. (a) Grantor hereby represents and warrants to Lender and covenants and agrees that:
(i) Grantor has good and marketable fee simple title to the Land and Improvements subject to no Lien, charge or Encumbrance except Permitted Encumbrances.
(ii) This Deed of Trust is and will remain a valid and enforceable Lien on the Land and Improvements subject only to the Permitted Encumbrances.
(iii) To Grantor’s knowledge, the Secured Property is free from any adverse Lien, security interest, Encumbrance or adverse claim thereon (except for the Lien created by this Deed of Trust and any Permitted Encumbrances).
(iv) Grantor has good right, full power and lawful authority to convey the Secured Property pursuant to and in accordance with this Deed of Trust.
(v) Grantor has good and marketable title to all Personal Property Collateral subject to no Lien, charge or Encumbrance other than this Deed of Trust and the Permitted Encumbrances, if any.
(vi) To Grantor’s knowledge, all easement agreements encumbered hereby are valid, subsisting and in full force and effect, and Grantor is not in default thereunder and has performed in all material respects the terms thereof required to be performed through the date hereof, and has no knowledge of any default thereunder by any other party.
(vii) Grantor will forever warrant and defend its title to the Secured Property, the rights of Lender therein under this Deed of Trust and the financing statements in favor of Lender covering any or all of the Personal Property Collateral and the validity and priority of the Lien of this Deed of Trust against the claims of all Persons except those having rights under the Permitted Encumbrances, if any, to the extent of those rights.
(b) Grantor will, at its own expense, prosecute, appear in and defend any action or proceeding that might affect Lender’s security or the rights or powers of Lender or Trustee or that purports to affect any of the Secured Property. If Grantor fails to perform any of its covenants or agreements contained in this Deed of Trust or in any instrument secured hereby, or if any action or proceeding of any kind (including, but not limited to, any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding) is commenced, or if there occurs any other event that might affect Lender’s, Grantor’s or Trustee’s interest in the Secured Property or Lender’s right to enforce its security hereunder, then, Lender or Trustee may, after written notice to or demand...
Title, Etc. (a) The Borrower and each of its Restricted Subsidiaries has indefeasible title in fee simple to, or valid leasehold or easement interests in, all of their respective real property, and good title to all of their respective personal property, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or in the aggregate, do not have a Material Adverse Effect. None of such property is subject to any Lien, except for Liens permitted by Section 7.01.
(b) The Pipeline Systems are covered by recorded fee deeds, rights of way, easements, leases, servitudes, permits, licenses, or other instruments (collectively, “Pipeline Rights”) in favor of the Borrower or its Restricted Subsidiaries, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregate, do not have a Material Adverse Effect.
Title, Etc. (a) Except as set forth in Schedule 7.10, each Group Member has good title to, or valid leasehold interests in, its material Properties, (i) except in cases where the failure to have such title or leasehold interests would not reasonably be expected to result in a Material Adverse Effect and (ii) free and clear of all Liens, except Permitted Liens.
(b) Except for matters that would not reasonably be expected to have a Material Adverse Effect, (i) all leases and agreements necessary for the conduct of the business of each Group Member are valid and subsisting and in full force and effect and (ii) 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 agreement.
Title, Etc. (a) The Company Disclosure Letter sets forth a list of all of the land, which includes the buildings, structures and other improvements located thereon (the "Real Property"), which is owned in fee by the Company. The Company has, with respect to personal property, good, and, with respect to real property, good, marketable and insurable, title to all of the properties and assets which it purports to own and which are material to the business, operation or financial condition of the Company free and clear of all mortgages, security interests, liens, claims, charges or other encumbrances of any nature whatsoever, except for (i) any liens, encumbrances or defects reflected in the Company Balance Sheet; (ii) any liens, encumbrances or defects which do not, individually or in the aggregate, materially detract from the fair market value (free of such liens, encumbrances or defects) of the property or assets subject thereto or materially interfere with the current use by the Company of the property or assets subject thereto or affected thereby or otherwise have a Material Adverse Effect; (iii) any liens or encumbrances for taxes not delinquent or which are being contested in good faith, provided that adequate reserves for the same have been established on the Company Balance Sheet; (iv) any liens or encumbrances for current taxes and assessments not yet past due; (v) any inchoate mechanic's and materialmen's liens and encumbrances for construction in progress; (vi) any workmen's, repairmen's, warehousemen's and carriers' liens and encumbrances arising in the ordinary course of business, so long as such liens have not been filed; (vii) any liens of the type referred to in (vi) above that have been filed, so long as such liens do not aggregate in excess of $25,000; (viii) liens securing obligations under the Credit Agreement (as defined in Section 6.01(b)); and (ix) with respect to Real Property, any liens, encumbrances or defects which are matters of record, including but not limited to, easements, quasi-easements, rights of way, land use ordinances and zoning plans.
(b) The Company Disclosure Letter sets forth a list of all of the leases and subleases (the "Real Property Leases") under which, as of the date hereof, the Company has the right to occupy space. The Company has heretofore delivered to the Parent a true, correct and complete copy of all of the Real Property Leases, including all amendments thereto. All Real Property Leases and material leases pursuant t...
Title, Etc. Borrower and each Guarantor have good title to the Collateral, free and clear of all liens except those securing the Indebtedness. Neither the Borrower nor any of the Guarantors own any real property.
Title, Etc. The Mortgagor represents and warrants that the Mortgagor is lawfully seized and possessed of a valid and subsisting fee simple interest in the Land, is the owner of the Easement Rights, and is the owner of the related Ancillary Rights and Properties, in each case subject to no mortgage, deed of trust, lien, pledge, charge, security interest or other encumbrance or adverse claim of any nature, except those permitted under the Loan Agreement. The Mortgagor represents and warrants that it has the full power and lawful authority to grant, bargain, sell, release, convey, warrant, assign, transfer, mortgage, pledge, set over and confirm unto the Mortgagee the Mortgage Estate as hereinabove provided.
Title, Etc. Borrower, each Subsidiary, each Partnership, and each LLC have good title to their respective Properties, free and clear of all liens except those referenced or reflected in the Financial Statements or those securing the Obligations. Borrower, each Subsidiary which acts as a general partner in a Partnership, each Partnership, and each LLC possess all trademarks, copyrights, trade names, patents, licenses, and rights therein, adequate in all material respects for the conduct of their respective business as now conducted and presently proposed to be conducted, without conflict with the rights or claimed rights of others.
Title, Etc. 18 4.12 Patents, Trademarks, Etc.. . . . . . . . . . . . . . . . . . . . . 19 4.13 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 4.14
Title, Etc. The Vendor will be the owner of the Transferred Assets at the Time of Closing free and clear of any and all liens, pledges, charges, mortgages, security interests, claims and other encumbrances, except as may be disclosed to the Purchaser.
