Title, Ownership and Related Matters. (a) Hanover and its Subsidiaries have, free and clear of all Liens except for Permitted Liens and Liens, if any, created or permitted to be imposed by Universal, defensible title to their respective inventory, equipment and other tangible and intangible property, including the natural gas compression and oil and natural gas production and processing equipment owned and/or operated by Hanover or its Subsidiaries and related spare parts as may be reduced by the consumption thereof, or increased through the replacement thereof or addition thereto, in the ordinary course of maintenance and operation of their respective businesses, in each case as necessary to permit Hanover and its Subsidiaries to conduct their respective businesses as currently conducted. As used in this Agreement, the term “
Title, Ownership and Related Matters. Each Company has good title to, or rights by license, lease or other agreement to use, all properties and assets (or rights thereto) (other than cash, cash equivalents and securities and except as contemplated in this Agreement) necessary to permit each Company to conduct its business as currently conducted, except as set forth in Section 4.14 of the Companies Disclosure Letter or otherwise where the failure to have such title or rights would not reasonably be expected to, individually or in the aggregate, have a Companies Material Adverse Effect. Without limiting the generality of the foregoing:
Title, Ownership and Related Matters. (a) As used herein, the term "
Title, Ownership and Related Matters. (a) Pinnacle and its Subsidiaries have, free and clear of all Liens except for Permitted Liens, defensible title to their respective inventory, equipment and other tangible and intangible property, including the natural gas production, gathering and processing equipment owned and/or operated by Pinnacle or its Subsidiaries and related spare parts as may be reduced by the consumption thereof, or increased through the replacement thereof or addition thereto, in the ordinary course of maintenance and operation of their respective businesses, in each case as necessary to permit Pinnacle and its Subsidiaries to conduct their respective businesses as currently conducted in all material respects. As used in this Agreement, the term “Permitted Liens” shall mean Liens for taxes not yet due and payable; statutory Liens of lessors; Liens of carriers, warehousemen, repairmen, mechanics and materialmen arising by operation of law in the ordinary course of business; Liens incurred in the ordinary course of business that secure obligations not yet due and payable; Liens securing indebtedness of Pinnacle and its Subsidiaries or Quest and its Subsidiaries outstanding as of the date of this Agreement or incurred in accordance with Section 7.1 hereof and Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security.
Title, Ownership and Related Matters. (a) Quest and its Subsidiaries have, free and clear of all Liens except for Permitted Liens and Liens, if any, created or permitted to be imposed by Quest, defensible title to their respective inventory, equipment and other tangible and intangible property, including the natural gas compression and oil and natural gas production, gathering and processing equipment owned and/or operated by Quest or its Subsidiaries and related spare parts as may be reduced by the consumption thereof, or increased through the replacement thereof or addition thereto, in the ordinary course of maintenance and operation of their respective businesses, in each case as necessary to permit Quest and its Subsidiaries to conduct their respective businesses as currently conducted in all material respects.
Title, Ownership and Related Matters. (a) The QMLP Entities have good and marketable title to all real property owned in fee by the QMLP Entities and good title to all personal property as necessary to permit the QMLP Entities to conduct their respective businesses as currently conducted in all material respects, free and clear of all Liens other than Permitted Liens, except (i) as would not, individually or in the aggregate, have a QMLP Material Adverse Effect, or (ii) as do not materially interfere with the use of such properties taken as a whole as they have been used in the past and are proposed to be used in the future. With respect to any real property and buildings held under lease by the QMLP Entities, such real property and buildings are held under valid and subsisting and enforceable leases with such exceptions (i) as would not, individually or in the aggregate, have a QMLP Material Adverse Effect, (ii) as do not materially interfere with the use of such properties by the QMLP Entities taken as a whole as they have been used in the past in the ordinary course of business, and (iii) as have been created by the fee owner of such property and buildings and have not, as of the date of this Agreement, materially interfered with the use of such property and buildings by the QMLP Entities taken as a whole as they have been used in the past in the ordinary course of business.
Title, Ownership and Related Matters. (a) The real properties owned by the Companies and listed in Section 2.14 of the Seller Disclosure Letter (the “Owned Real Property”), the real property that is subject to the leases listed in Section 2.14 of the Seller Disclosure Letter (the “Leased Real Property” and the “Real Property Leases,” respectively, and the Leased Real Property and the Owned Real Property, collectively, the “Real Property”), the real property located at 000 Xxxxx 0xx Xxxxxx in Phoenix, Arizona (the “Phoenix Property”), and the real property owned by Corcpork, Inc. in Tulare County, California (the “Corcpork Property”) constitute all of the real property owned, used or occupied by any Company or Subsidiary. The applicable Company or Subsidiary owns good title to each parcel of Owned Real Property indicated in Section 2.14 of the Seller Disclosure Letter as being owned by such Company or Subsidiary, free and clear of all material Liens, except as described in Section 2.14 of the Seller Disclosure Letter. The Real Property Leases are in full force and effect, and the lessee holds a valid leasehold interest under each of the Real Property Leases for the term listed on Section 2.14 of the Seller Disclosure Letter. Sellers have no knowledge of improvements made or contemplated to be made by any governmental entity or authority, the costs of which are to be assessed as special Taxes or charges against any of the Leased Real Property.
Title, Ownership and Related Matters. (a) The Company does not own or hold any option to acquire any real property except as set forth in Section 3.9(a) of the Disclosure Schedule. With respect to the real property listed in Section 3.9(a) of the Disclosure Schedule, except as set forth in Section 3.9(a) of the Disclosure Schedule and except for (i) those matters shown on the Title Insurance Commitment from Lawyer's Title Insurance Corporation (a copy of which is attached to Section 3.9(a) of the Disclosure Schedule) and (ii) those matters shown on that certain survey prepared by Diversified Engineering Inc. (a copy of which is attached to Section 3.9(a) of the Disclosure Schedule), the Company has good and marketable legal title to such real property, free and clear of any claim, lien or other encumbrance except current property taxes accrued and deeds of trust.
Title, Ownership and Related Matters. To the Knowledge of Seller, except as set forth on Section 3.19 of the Disclosure Schedules, Company (or a Company Subsidiary) owns all right, title and interest in or to, or has a valid leasehold interest in or other right to use, all of the Improvements, Towers, Managed Sites, Easements and Tower Related Assets, free and clear of any Liens, other than Permitted Encumbrances. Except as disclosed in Schedule 3.19 of the Disclosure Schedules, the interests held by Company with respect to such Improvements, Towers, Sites and the Tower Related Assets include, or will include as of the Closing Date, sufficient rights to all personal property, both tangible and intangible, and agreements reasonably necessary to operate such Improvements, Towers, Sites and Tower Related Assets in all material respects as operated by Company on or immediately prior to the date of this Agreement.
Title, Ownership and Related Matters. (a) As of the date hereof, neither the Company nor any Subsidiary owns or holds any option to acquire any real property.
