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.
(b) Each of Pinnacle and its Subsidiaries has complied in all respects with the terms of all leases to which it is a party and under which it is in occupancy, except as, individually or in the aggregate, have not had and are not reasonably likely to have a Pinnacle Material Adverse Effect, and all leases to which Pinnacle or any of its Subsidiaries is a party or under which it is in occupancy are in full force and effect. Each of Pinnacle and its Subsidiaries enjoys peaceful and undisturbed possession of the properties or assets purported to be leased under its material leases. As used in this Section 5.25(b), the term “leases” does not include Oil and Gas Properties.
(c) Neither Pinnacle nor any of its Subsidiaries has received any written notice from any person disputing or challenging its ownership of the fee interests, easements or rights-of-way through which any of its pipeline or gathering systems extend, other than disputes or challenges that have not had or are not reasonably likely to have a Pinnacle Material Adverse Effect.
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.
(b) Except as set forth in Section 2.14(b) of the Seller Disclosure Letter, to the knowledge of Sellers, no Company or Subsidiary is in violation of any applicable zoning ordinance or other Law relating to the Owned Real Property, and no Company or Subsidiary has received any notice of any such violation, or the existence of any condemnation proceeding with respect to any of the Owned Real Property. 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 Owned Real Property or Leased Real Property, and there are no present assessments.
(c) The Companies and Subsidiaries have good title to, or a valid leasehold interest in, the buildings, machinery, equipment and other tangible assets and properties used by them, wherever located, or shown in the Latest Balance Sheet included in the Financial Statements or acquired after the date thereof and material to the conduct of the Xxxxxx Xxxx Business as a whole as presently...
Title, Ownership and Related Matters. (a) As used herein, the term "LIENS" shall mean any pledge, mortgage, charge, claim, title, imperfection, defect or objection, security interest, conditional or installment sales agreement, encumbrance, easement, encroachment, third party right or restriction, of any kind, whether incurred or assumed by Seller or any of the Seller Subsidiaries. As used herein, the term "PERMITTED ENCUMBRANCES" shall mean (i) Liens for current taxes not yet due or taxes being contested in good faith, (ii) mechanics', materialmen's, warehousemen's, contractors', workmens', repairmens', carriers' and similar Liens attaching by operation of law, incurred in the ordinary course of business and securing payments not delinquent or payments which are being contested in good faith, which are not, individually or in the aggregate, material, (iii) the rights, if any, of third-party suppliers or other vendors having possession of equipment of the Business, (iv) Liens, imperfections of Title and easements and zoning restrictions, if any, which do not materially impair the operations of the Business or materially detract from the value of the property subject thereto and purposes to which such property is currently employed and (v) those items listed in Schedule 3.8(a) of the Disclosure Schedules.
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.
(b) Each of Quest and its Subsidiaries has complied in all material respects with the terms of all leases to which it is a party and under which it is in occupancy, except as, individually or in the aggregate, have not had and are not reasonably likely to have a Quest Material Adverse Effect, and all leases to which Quest or any of its Subsidiaries is a party or under which it is in occupancy are in full force and effect. Each of Quest and its Subsidiaries enjoys peaceful and undisturbed possession of the properties or assets purported to be leased under its material leases. As used in this Section 6.25(b), the term “leases” does not include Oil and Gas Properties.
(c) Neither Quest nor any of its Subsidiaries has received any written notice from any person disputing or challenging its ownership of the fee interests, easements or rights-of-way through which any of its pipeline or gathering systems extend, other than disputes or challenges that have not had or are not reasonably likely to have a Quest Material Adverse Effect.
Title, Ownership and Related Matters. (a) The QELP Entities have good and marketable title to all real property owned in fee by the QELP Entities and good title to all personal property as necessary to permit the QELP 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 QELP 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 QELP 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 QELP Material Adverse Effect, (ii) as do not materially interfere with the use of such properties by the QELP 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 QELP Entities taken as a whole as they have been used in the past in the ordinary course of business.
(b) Each QELP Entity has complied in all material respects with the terms of all leases to which it is party and which are necessary for the ordinary conduct of the business of such QELP Entity and under which it is in occupancy, except for such incidences of non-compliance as, individually or in the aggregate, have not had and are not reasonably likely to have a QELP Material Adverse Effect, and the material leases to which any QELP Entity is a party or under which it is in occupancy are in full force and effect. No QELP Entity has assigned any interest in, or subleased any portion of the premises leased under, any material lease to which it is party to any non-affiliated third party except (i) as would not, individually or in the aggregate, have a QELP 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, and there are no uncured, material breaches or defaults by the landlords under such leases. As used in this Section 6.25(b), the term “leases” does not include Oil and Gas Propertie...
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:
(a) Section 4.14(a)(i) of the Companies Disclosure Letter lists and identifies the owner of all material real property and material interests in real property owned by each Company (such real property and interests in real property, together with (A) all the buildings, improvements, structures and fixtures now or subsequently located on the fee property owned by each Company (excluding those structures and fixtures for which title was retained by RRI in the vesting deeds (“RRI Retained Structures”), and (B) such buildings, improvements, structures and fixtures now or subsequently located on the property a non-fee interest in which is owned by each Company that were either (i) conveyed to such Company by RRI in the vesting deed or easement or (ii) built by or for such Company or its predecessors (excluding RRI Retained Structures) (collectively, the “Owned Real Property”). For purposes of this Section 4.14(a) only, each Company’s “predecessors” shall include Genco Holdings, CenterPoint, Reliant Energy, Incorporated, Houston Lighting & Power Company and all other predecessors in title of each such entity with respect to the Real Property. The “Energy Development Center” means the tract of land identified in paragraph (Q) of Section 4.14(a)(i) of the Companies Disclosure Letter and all the buildings, improvements, structures and fixtures now or subsequently located thereon. Section 4.14(a)(ii) of the Companies Disclosure Letter lists all agreements other than easements or rights of way (together with any amendments, modifications or supplements thereto, the “Leases”) pursuant to which any Company leases, subleases, licenses or otherwise occupies (whether as landlord, tenant, subtenant or other occupancy arrangement) any real property or interest in real property that is material to the Genco Business taken as a whole (collectively, the “Leased Real Property”, togethe...
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) 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.
(b) Except as set forth in Section 3.9(b) of the Disclosure Schedule, the Company has, or will as of the Closing have, good title to, or rights by license, lease or other agreement to use, all real, tangible or personal properties and assets (or rights thereto), necessary to permit the Company to conduct its business as currently conducted, except as set forth in Section 3.9(b) of the Disclosure Schedule or otherwise where the failure to have such title or rights would not have a Material Adverse Effect.
(c) Except as set forth in Section 3.9(c) of the Disclosure Schedule, the Company is the sole owner of all the assets reflected in the Company's March 31, 2003 Balance Sheet, free and clear of all claims, liens and encumbrances.
Title, Ownership and Related Matters. (a) As used in this Agreement, the term “Liens” shall mean any pledge, mortgage, charge, claim, title defect, security interest, conditional and installment sales agreement, encumbrance or other lien. As used herein, the term “Permitted Encumbrances” shall mean (i) Liens for current Taxes not yet due or Taxes being contested in good faith, (ii) mechanics’, materialmen’s, warehousemen’s, contractors’, workmens’, repairmens’, carriers’ and similar Liens attaching by operation of law, incurred in the ordinary course of business and securing payments not delinquent or payments which are being contested in good faith, which are not, individually or in the aggregate, material, (iii) the rights, if any, of third-party suppliers or other vendors having possession of equipment of the Business, (iv) imperfections of title, easements and zoning restrictions on real property, if any, which do not materially impair the use of such real property or the operations of the Business thereon and (v) those items listed on Schedule 3.8(a) of the Disclosure Schedules.
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 “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 Hanover and its Subsidiaries or Universal 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.
