Common use of TITLE TO PROPERTIES; CONDITION OF ASSETS Clause in Contracts

TITLE TO PROPERTIES; CONDITION OF ASSETS. (a) Except for goods and other property sold, used or otherwise disposed of since September 30, 2010 in the ordinary course of business for fair value, as of the date of this Agreement, Xxxxx and its Subsidiaries have good and indefeasible title to, or hold valid leasehold interests in, or valid rights of way, easements or licenses over, under and across, all their respective properties, interests in properties and assets, real and personal, reflected in Holly’s September 30, 2010 financial statements included in the Xxxxx Reports, free and clear of any Lien, except: (a) Liens reflected in the balance sheet of Xxxxx as of September 30, 2010 included in the Xxxxx Reports; (b) Liens for current taxes, assessments or other governmental charges not yet due and payable; (c) Liens of mechanics, materialmen, workmen and operators arising by operation of law in the ordinary course of business, or by written agreement existing as of the date of this Agreement, for sums not yet due or being contested in good faith by appropriate proceedings; and (d) such imperfections of title, minor encumbrances, easements and Liens that would not have, individually or in the aggregate, a Xxxxx Material Adverse Effect. All leases, subleases and other agreements pursuant to which Xxxxx or any of its Subsidiaries leases, subleases or otherwise acquires or obtains operating rights affecting any real or personal property are valid, binding and enforceable in accordance with their terms, except where the failure to be valid, binding and enforceable would not have, individually or in the aggregate, a Xxxxx Material Adverse Effect; and there is not, under any such leases, any existing or prospective default or event of default or event which with notice or lapse of time, or both, would constitute a default by Xxxxx or any of its Subsidiaries that would have, individually or in the aggregate, a Xxxxx Material Adverse Effect. No consents or other approvals of any lessor, or its lender, are required under any material lease as a result of the consummation of the transactions contemplated by this Agreement, except where the failure to obtain any such consent or approval would not have, individually or in the aggregate, a Xxxxx Material Adverse Effect.

TITLE TO PROPERTIES; CONDITION OF ASSETS. (a) Except for goods and other property sold, used or otherwise disposed of since September 30December 31, 2010 2002 in the ordinary course of business for fair value, as of the date of this Agreementhereof, Xxxxx Frontier and its Subsidiaries have good and indefeasible title to, or hold valid leasehold interests in, or valid rights of way, easements or licenses over, under and across, all their respective properties, interests in properties and assets, real and personal, reflected in Holly’s September 30Frontier's December 31, 2010 2002 financial statements included in the Xxxxx Frontier Reports, free and clear of any Lien, except: (a) Liens reflected in the balance sheet of Xxxxx Frontier as of September 30December 31, 2010 2002 included in the Xxxxx Frontier Reports; (b) Liens for current taxes, assessments or other governmental charges not yet due and payable; (c) Liens of mechanics, materialmen, workmen materialmen and operators arising by operation of law in the ordinary course of business, or by written agreement existing as of the date of this Agreementhereof, for sums not yet due or being contested in good faith by appropriate proceedings; and (d) such imperfections of title, minor encumbrances, encumbrances easements and Liens that would not have, individually or in the aggregate, a Xxxxx Frontier Material Adverse Effect. All leases, subleases and other agreements pursuant to which Xxxxx Frontier or any of its Subsidiaries leases, subleases leases or otherwise acquires or obtains operating rights affecting any real or personal property are valid, binding and enforceable in accordance with their terms, except where the failure to be valid, binding and enforceable would not have, individually or in the aggregate, a Xxxxx Frontier Material Adverse Effect; and there is not, under any such leases, any existing or prospective default or event of default or event which with notice or lapse of time, or both, would constitute a default by Xxxxx Frontier or any of its Subsidiaries that would have, individually or in the aggregate, a Xxxxx Frontier Material Adverse Effect. No consents or other approvals of any lessor, or its lender, are required under any material lease as a result of the consummation of the transactions contemplated by this Agreement, except where the failure to obtain any such consent or approval would not have, individually or in the aggregate, a Xxxxx Material Adverse Effect.

TITLE TO PROPERTIES; CONDITION OF ASSETS. (a) Except for goods and other property sold, used or otherwise disposed of since September 30, 2010 in the ordinary course of business for fair value, as of the date of this Agreement, Xxxxx Frontier and its Subsidiaries have good and indefeasible title to, or hold valid leasehold interests in, or valid rights of way, easements or licenses over, under and across, all their respective properties, interests in properties and assets, real and personal, reflected in HollyFrontier’s September 30, 2010 financial statements included in the Xxxxx Frontier Reports, free and clear of any Lien, except: (a) Liens reflected in the balance sheet of Xxxxx Frontier as of September 30, 2010 included in the Xxxxx Frontier Reports; (b) Liens for current taxes, assessments or other governmental charges not yet due and payable; (c) Liens of mechanics, materialmen, workmen and operators arising by operation of law in the ordinary course of business, or by written agreement existing as of the date of this Agreement, for sums not yet due or being contested in good faith by appropriate proceedings; and (d) such imperfections of title, minor encumbrances, easements and Liens that would not have, individually or in the aggregate, a Xxxxx Frontier Material Adverse Effect. All leases, subleases and other agreements pursuant to which Xxxxx Frontier or any of its Subsidiaries leases, subleases or otherwise acquires or obtains operating rights affecting any real or personal property are valid, binding and enforceable in accordance with their terms, except where the failure to be valid, binding and enforceable would not have, individually or in the aggregate, a Xxxxx Frontier Material Adverse Effect; and there is not, under any such leases, any existing or prospective default or event of default or event which with notice or lapse of time, or both, would constitute a default by Xxxxx Frontier or any of its Subsidiaries that would have, individually or in the aggregate, a Xxxxx Frontier Material Adverse Effect. No consents or other approvals of any lessor, or its lender, are required under any material lease as a result of the consummation of the transactions contemplated by this Agreement, except where the failure to obtain any such consent or approval would not have, individually or in the aggregate, a Xxxxx Frontier Material Adverse Effect.

TITLE TO PROPERTIES; CONDITION OF ASSETS. (a) Except for goods and other property sold, used or otherwise disposed of since September 30, 2010 in the ordinary course of business for fair value, as As of the date of this Agreement, Xxxxx CCHI and its Subsidiaries have good and indefeasible title to, or hold valid leasehold interests in, or valid rights of way, easements or licenses over, under and across, all their respective properties, interests in properties and assets, real and personal, reflected in Holly’s September 30, 2010 financial statements included in the Xxxxx Reports, free and clear of any Lien, except: (a) Liens reflected in the balance sheet of Xxxxx as of September 30, 2010 included in the Xxxxx Reports; (b) Liens for current taxes, assessments or other governmental charges not yet due and payable; (cb) Liens of mechanics, materialmen, workmen and operators arising by operation of law in the ordinary course of business, or by written agreement existing as of the date of this Agreement, for sums not yet due or being contested in good faith by appropriate proceedings; and (dc) such imperfections of title, minor encumbrances, easements and Liens that would not have, individually or in the aggregate, a Xxxxx CCHI Material Adverse Effect. All leases, subleases and other agreements pursuant to which Xxxxx CCHI or any of its Subsidiaries leases, subleases or otherwise acquires or obtains operating rights affecting any real or personal property are valid, binding and enforceable in accordance with their terms, except where the failure to be valid, binding and enforceable would not have, individually or in the aggregate, a Xxxxx CCHI Material Adverse Effect; and there is not, under any such leases, any existing or prospective default or event of default or event which with notice or lapse of time, or both, would constitute a default by Xxxxx CCHI or any of its Subsidiaries that would have, individually or in the aggregate, a Xxxxx CCHI Material Adverse Effect. No consents or other approvals of any lessor, or its lender, are required under any material lease as a result of the consummation of the transactions contemplated by this Agreement, except where the failure to obtain any such consent or approval would not have, individually or in the aggregate, a Xxxxx CCHI Material Adverse Effect.

TITLE TO PROPERTIES; CONDITION OF ASSETS. (a) Except for goods and other property sold, used or otherwise disposed of since September 30May 13, 2010 2011, the effective date of a Letter of Intent by and between the parties, in the ordinary course of business for fair value, as of the date of this Agreement, Xxxxx APTI and its Subsidiaries have good and indefeasible title to, or hold valid leasehold interests in, or valid rights of way, easements or licenses over, under and across, all their respective properties, interests in properties and assets, real and personal, reflected in HollyAPTI’s September 30, 2010 financial statements included in the Xxxxx ReportsAPTI Disclosure Letter, free and clear of any Lien, except: (a) Liens reflected in the balance sheet of Xxxxx as of September 30, 2010 APTI included in the Xxxxx ReportsAPTI Disclosure Letter; (b) Liens for current taxes, assessments or other governmental charges not yet due and payable; (c) Liens of mechanics, materialmen, workmen and operators arising by operation of law in the ordinary course of business, or by written agreement existing as of the date of this Agreement, for sums not yet due or being contested in good faith by appropriate proceedings; and (d) such imperfections of title, minor encumbrances, easements and Liens that would not have, individually or in the aggregate, a Xxxxx an APTI Material Adverse Effect. All leases, subleases and other agreements pursuant to which Xxxxx APTI or any of its Subsidiaries leases, subleases or otherwise acquires or obtains operating rights affecting any real or personal property are valid, binding and enforceable in accordance with their terms, except where the failure to be valid, binding and enforceable would not have, individually or in the aggregate, a Xxxxx an APTI Material Adverse Effect; and there is not, under any such leases, any existing or prospective default or event of default or event which with notice or lapse of time, or both, would constitute a default by Xxxxx APTI or any of its Subsidiaries that would have, individually or in the aggregate, a Xxxxx an APTI Material Adverse Effect. No consents or other approvals of any lessor, or its lender, are required under any material lease as a result of the consummation of the transactions contemplated by this Agreement, except where the failure to obtain any such consent or approval would not have, individually or in the aggregate, a Xxxxx an APTI Material Adverse Effect.

TITLE TO PROPERTIES; CONDITION OF ASSETS. (a) Except for goods and other property sold, used or otherwise disposed of since September 30January 31, 2010 2003 in the ordinary course of business for fair value, as of the date of this Agreementhereof, Xxxxx and its Subsidiaries have good and indefeasible title to, or hold valid leasehold interests in, or valid rights of way, easements or licenses over, under and across, all their respective properties, interests in properties and assets, real and personal, reflected in Holly’s September 30's January 31, 2010 2003 financial statements included in the Xxxxx Reports, free and clear of any Lien, except: (a) Liens reflected in the balance sheet of Xxxxx as of September 30January 31, 2010 2003 included in the Xxxxx Reports; (b) Liens for current taxes, assessments or other governmental charges not yet due and payable; (c) Liens of mechanics, materialmen, workmen and operators arising by operation of law in the ordinary course of business, or by written agreement existing as of the date of this Agreementhereof, for sums not yet due or being contested in good faith by appropriate proceedings; and (d) such imperfections of title, minor encumbrances, easements and Liens that would not have, individually or in the aggregate, a Xxxxx Material Adverse Effect. All leases, subleases leases and other agreements pursuant to which Xxxxx or any of its Subsidiaries leases, subleases or otherwise acquires or obtains operating rights affecting any real or personal property are valid, binding and enforceable in accordance with their terms, except where the failure to be valid, binding and enforceable would not have, individually or in the aggregate, a Xxxxx Material Adverse Effect; and there is not, under any such leases, any existing or prospective default or event of default or event which with notice or lapse of time, or both, would constitute a default by Xxxxx or any of its Subsidiaries that would have, individually or in the aggregate, a Xxxxx Material Adverse Effect. No consents or other approvals of any lessor, or its lender, are required under any material lease as a result of the consummation of the transactions contemplated by this Agreement, except where the failure to obtain any such consent or approval would not have, individually or in the aggregate, a Xxxxx Material Adverse Effect.

TITLE TO PROPERTIES; CONDITION OF ASSETS. (a) Schedule 3.15(a) of the Seller Disclosure Letter sets forth (i) each material parcel of real property that is owned or leased by Seller or any of the Seller Companies or that is otherwise used, held for use, or has historically been used in the Business, indicating the location, size, the purpose or use of each parcel, and whether such parcel is owned or leased; and (ii) each drilling rig that is owned or leased, indicating its location and whether it is owned or leased. Except for goods and other property sold, used or otherwise disposed of since September 30December 31, 2010 2004 in the ordinary course of business for fair value, as of the date of this Agreementhereof, Xxxxx Seller and its Subsidiaries the Seller Companies have good and indefeasible title to, or hold valid leasehold interests in, or valid rights of way, easements or licenses over, under and across, all their respective properties, interests in properties and assets, real and personal, reflected in HollySeller’s September 30December 31, 2010 2004 financial statements included in the Xxxxx Seller Reports, free and clear of any Lien, except: (ai) Liens reflected in the balance sheet of Xxxxx Seller as of September 30December 31, 2010 2004 included in the Xxxxx Seller Reports; (bii) Liens for current ad valorem taxes, assessments or other governmental charges not yet due and payable; (ciii) Liens of mechanics, materialmen, workmen and operators arising by operation of law in the ordinary course of business, or by written agreement existing as of the date of this Agreement, business for sums not yet due or being contested in good faith by appropriate proceedings; and (div) such minor imperfections of title, minor encumbrances, easements and Liens that would do not havematerially impair the usefulness or value of such property, individually interest or in the aggregate, a Xxxxx Material Adverse Effectasset. All leases, subleases leases and other agreements pursuant to which Xxxxx Seller or any of its Subsidiaries the Seller Companies leases, subleases or otherwise acquires or obtains operating rights affecting any material real or personal property are valid, binding and enforceable in accordance with their terms, except where the failure to be valid, binding and enforceable would not have, individually or terms in the aggregate, a Xxxxx Material Adverse Effectall material respects; and there is not, under any such leases, any existing or prospective material default or event of default or event which with notice or lapse of time, or both, would constitute a material default by Xxxxx Seller or any of its Subsidiaries that would have, individually or in the aggregate, a Xxxxx Material Adverse EffectSeller Companies. No consents or other approvals of any lessor, or its lender, are required under, nor will any default occur under any material lease as a result of the consummation of the transactions contemplated by this Agreement, except where the failure to obtain any such consent or approval would not have, individually or in the aggregate, a Xxxxx Material Adverse Effect.