Title to Properties and Rights of Way Sample Clauses

Title to Properties and Rights of Way. (a) Each of the Enogex Group Entities has defensible title to all material real property and good title to all material tangible personal property owned by the Enogex Group Entities and that is sufficient for the operation of their respective Businesses as presently conducted, free and clear of all Encumbrances except Permitted Encumbrances. (b) Each of the Enogex Group Entities has Rights-of-Way as are sufficient to conduct its Business in the manner described, and subject to the limitations contained, in Section 4.11(b) of the OGE Disclosure Schedule, except for (1) qualifications, reservations and encumbrances as may be set forth in Section 4.11(b) of the OGE Disclosure Schedule and (2) such Rights-of-Way the absence of which could not, individually or in the aggregate, reasonably be expected to result in an Enogex Material Adverse Effect. Other than as set forth in Section 4.11(b) of the OGE Disclosure Schedule, and subject to the limitations contained, in Section 4.11(b) of the OGE Disclosure Schedule, each of the Enogex Group Entities has fulfilled and performed all its material obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that could not, individually or in the aggregate, reasonably be expected to result in an Enogex Material Adverse Effect; and, except as described in Section 4.11(b) of the OGE Disclosure Schedule, none of such Rights-of-Way contains any restriction that is materially burdensome to the Enogex Group Entities, taken as a whole.
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Title to Properties and Rights of Way. (a) Each of the Acquirer Entities owns and has good and valid fee simple title to all of its owned real property and has valid leasehold interests in all of its leased real properties (other than hydrocarbon interests) free and clear of all Encumbrances (except in all cases for Permitted Encumbrances and obligations owing by the property owner (with respect to the owned real property) or the third-party owner or lessee under the applicable lease (with respect to the leased real properties)). Except as would not be material to the Acquirer Entities, taken as a whole, all leases under which any of the Acquirer Entities lease any real property (other than hydrocarbon interests) are valid and effective against such Acquirer Entities and, to Acquirer’s Knowledge, the counterparties thereto, in accordance with their respective terms and there is not, under any of such leases, any existing material default by any of the Acquirer Entities or, to Acquirer’s Knowledge, the counterparties thereto, or, to Acquirer’s Knowledge, any event which, with notice or lapse of time or both, would become a material default by any of the Acquirer Entities, or, to Acquirer’s Knowledge, the counterparties thereto. (b) All tangible personal property owned, leased or licensed by the applicable Acquirer Entity that is material to the operations of the Acquirer Entity is, in all material respects, in good repair, working order and operating condition and adequate for its present uses by the Acquirer Entity, ordinary wear and tear excepted. (c) Each of the Acquirer Entities owns or has the right to use such rights-of-way as are sufficient to conduct its business in the manner currently conducted, except for (i) Permitted Encumbrances and (ii) such rights-of-way the absence of which would not materially affect the operation of the business of the Acquirer Entities, taken as a whole.
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Title to Properties and Rights of Way. (a) Except as would not have, individually or in the aggregate, a Xxxxxx Material Adverse Effect, each of the Xxxxxx Group Entities has defensible title to all material real property and good title to all material tangible personal property owned by the Xxxxxx Group Entities and which is sufficient for the operation of their respective businesses as presently conducted, free and clear of all Encumbrances except Permitted Encumbrances. (b) Each of the Xxxxxx Group Entities has such consents, easements, rights-of-way, permits or licenses from each Person (collectively, “rights-of-way”) as are sufficient to conduct its business in the manner described, and subject to the limitations contained, in the Partnership’s annual report on Form 10-K for the year ended December 31, 2008, except for such rights-of-way the absence of which would not, individually or in the aggregate, result in a Xxxxxx Material Adverse Effect. Each of the Xxxxxx Group Entities has fulfilled and performed all its material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not, individually or in the aggregate, result in a Xxxxxx Material Adverse Effect.
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Title to Properties and Rights of Way. (a) The real property, rights-of-way and other assets, properties and rights held by the Midstream Entities will, at Closing (and following the Pre-Closing Transfer), constitute all of the assets, properties and rights used or necessary to conduct the operations of the Midstream Entities as the same is conducted on the date hereof, except for real property, rights-of-way, and other assets, properties and rights the absence of which are not material, individually or in the aggregate, to the Midstream Business, taken as a whole. (b) Each of the Midstream Entities owns and has good and valid fee simple title to all of its owned real property and has valid leasehold interests (other than rights-of-way) in all of its leased real properties (other than hydrocarbon interests) free and clear of all Encumbrances (except in all cases for Permitted Encumbrances and obligations owing by the property owner (with respect to the owned real property) or the third-party owner or lessee under the applicable lease (with respect to the leased real properties)). Except as would not be material to the Midstream Business, taken as a whole, all leases under which any of the Midstream Entities lease any real property (other than hydrocarbon interests) are valid and effective against such Midstream Entities and, to Contributor’s Knowledge, the counterparties thereto, in accordance with their respective terms and there is not, under any of such leases, any existing material default by any of the Midstream Entities or, to Contributor’s Knowledge, the counterparties thereto, or, to Contributor’s Knowledge, any event which, with notice or lapse of time or both, would become a material default by any of the Midstream Entities, or, to Contributor’s Knowledge, the counterparties thereto. (c) All tangible personal property owned, leased or licensed by the applicable Midstream Entity that is material to the operations of the Midstream Entity is, in all material respects, in good repair, working order and operating condition and adequate for its present uses by the Midstream Entity, ordinary wear and tear excepted. (d) Each of the Midstream Entities owns or has the right to use such consents, easements, rights-of-way, permits or licenses from each Person (collectively, “rights-of-way”) as are sufficient to conduct its business in the manner currently conducted, except for (i) Permitted Encumbrances and (ii) such rights-of-way the absence of which would not, individually or in the aggregate, ...
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Title to Properties and Rights of Way. (a) Each of the ETIH Group Entities has defensible title to all material real property and good title to all material tangible personal property owned by the ETIH Group Entities and that is sufficient for the operation of their respective Businesses as presently conducted, free and clear of all Encumbrances except Permitted Encumbrances. (b) Each of the ETIH Group Entities has such consents, easements, rights-of-way, permits or licenses from each Person (collectively, “Rights-of-Way”) as are sufficient to conduct its Business in the manner described, and subject to the limitations contained, in Section
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Title to Properties and Rights of Way. The Partnership’s real property falls into two categories: (1) parcels that it owns in fee and (2) parcels in which its interest derives from leases, easements, rights-of-way, permits or licenses from landowners or governmental authorities permitting the use of such land for its operations. Portions of the land on which the Partnership’s plants and other major facilities are located are owned by the Partnership in fee title and we believe that the Partnership has satisfactory title to these lands. The remainder of the land on which the Partnership plant sites and major facilities are located is held by the Partnership pursuant to ground leases between the Partnership, as lessee, and the fee owner of the lands, as lessors. The Partnership and its predecessors have leased these lands for many years without any material challenge known to the Partnership relating to the title to the land upon which the assets are located, and we believe that the Partnership has satisfactory leasehold estates to such lands. We have no knowledge of any challenge to the underlying fee title of any material lease, easement, right-of-way, permit, lease or license; and we believe that the Partnership has satisfactory title to all of its material leases, easements, rights-of-way, permits, leases and licenses.
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Title to Properties and Rights of Way. (a) Each of the BPL Entities has good and marketable title to all material property (real and personal) described in the BPL SEC Reports as being owned by each of them, free and clear of all Encumbrances, except for failures to have good and marketable title that would not have a Material Adverse Effect. (b) Each of the BPL Entities has such consents, easements, rights-of-way or licenses from any Person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described, and subject to the qualifications, in the BPL SEC Reports, and except for such rights-of-way the failure of which to have obtained would not have, individually or in the aggregate, a Material Adverse Effect. Other than as set forth, and subject to the qualifications contained, in the BPL SEC Reports, each of the BPL Entities has fulfilled and performed all its material obligations with respect to such rights-of-way and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that will not have a Material Adverse Effect; and, except as described in the BPL SEC Reports, none of such rights-of-way contains any restriction that would materially interfere with the conduct of the business or use of the properties of the BPL Entities, taken as a whole.
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Related to Title to Properties and Rights of Way

  • Title to Properties; Liens Borrower and its Subsidiaries have (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), or (iii) good title to (in the case of all other personal property), all of their respective properties and assets reflected in the financial statements referred to in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under subsection 7.7. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.

  • Title to Properties and Assets Each Group Company has good and marketable title to all respective properties and assets, in each case such property and assets are subject to no Liens. With respect to the property and assets it leases, each Group Company is in compliance with such leases and holds valid leasehold interests in such assets free of any Liens.

  • Access to Properties and Records (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Date.

  • Title to Properties; Encumbrances The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

  • Title to Properties The Company does not own any real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use.

  • Title to Properties; Leases Except as indicated on Schedule 7.3 hereto, the Borrower and its Subsidiaries own all of the assets reflected in the consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date or acquired since that date (except property and assets sold or otherwise disposed of in the ordinary course of business since that date), subject to no rights of others, including any mortgages, leases, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens.

  • Title to Properties and Assets; Liens The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than

  • Title to Properties and Assets; Liens, Etc The Company has good and marketable title to its properties and assets, including the properties and assets reflected in the most recent balance sheet included in the Financial Statements, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (a) those resulting from taxes which have not yet become delinquent; (b) liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company; and (c) those that have otherwise arisen in the ordinary course of business. The Company is in compliance with all material terms of each lease to which it is a party or is otherwise bound.

  • Title to Properties; Liens and Encumbrances The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.

  • Properties and Leases Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances, claims and defects that would affect the value thereof or interfere with the use made or to be made thereof by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them.

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