Common use of Title to Properties; Leasehold Interests Clause in Contracts

Title to Properties; Leasehold Interests. (a) Except as disclosed in any Exchange Act Report, or except to the extent that the inaccuracy of any of the following, in the aggregate, would not have a Material Adverse Effect: (i) the Company or one or more of the Subsidiaries, has such title to real properties where its assets are located as provides reasonable assurance of the Company’s ability to use such assets in its business in the ordinary course, and has good title or an enforceable leasehold interest, license or other lawful right to use all assets that are used in the Company’s or one or more of the Subsidiaries’ business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined); (ii) all leases under which the Company or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of the Company nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s knowledge no claim has been asserted by anyone adverse to any such entity’s rights as lessee under any of such leases, or affecting or questioning any such entity’s right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company and the Subsidiaries which are required to be disclosed in the Company’s Exchange Act Rreports are disclosed therein.

Appears in 8 contracts

Samples: Purchase Agreement (Corning Natural Gas Holding Corp), Purchase Agreement (Corning Natural Gas Holding Corp), Purchase Agreement (Corning Natural Gas Holding Corp)

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Title to Properties; Leasehold Interests. (a) a. Except as disclosed in any Exchange Act Report, or except to the extent that the inaccuracy of any of the following, in the aggregate, would not have a Material Adverse Effect: (i) the Company or one or more of the Subsidiaries, has such title to real properties where its assets are located as provides reasonable assurance of the Company’s 's ability to use such assets in its business in the ordinary course, and has good title or an enforceable leasehold interest, license or other lawful right to use all assets that are used in the Company’s 's or one or more of the Subsidiaries' business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined); (ii) all leases under which the Company or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of the Company nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s 's knowledge no claim has been asserted by anyone adverse to any such entity’s 's rights as lessee under any of such leases, or affecting or questioning any such entity’s 's right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company and the Subsidiaries which are required to be disclosed in the Company’s 's Exchange Act Rreports are disclosed therein.

Appears in 3 contracts

Samples: Purchase Agreement (Corning Natural Gas Holding Corp), Purchase Agreement (Corning Natural Gas Holding Corp), Purchase Agreement (Corning Natural Gas Holding Corp)

Title to Properties; Leasehold Interests. (a) Except as disclosed in any Exchange Act Report, for matters which individually or except to the extent that the inaccuracy of any of the following, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (i) the Company Company, the Operating Partnership or one or more of the Subsidiaries, has such good and marketable title to all real properties where its assets are located as provides reasonable assurance it owns free from easements, liens, pledges, claims, charges, options, defects, preferential purchase rights, rights of the Company’s ability to use such assets in its business in the ordinary course, first refusal or other encumbrances and has good title or an enforceable leasehold interest, license or other lawful right to use all other assets that are used in the Company’s 's, the Operating Partnership's or one or more of the Subsidiaries' business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined)) and no notice has been issued alleging any default in compliance with the terms and provisions of any of the covenants, conditions, restrictions, rights-of-way or easements constituting one or more of the Permitted Exceptions or alleging a violation of any zoning, building, fire, health code or other applicable laws or regulations with respect to the properties; (ii) all leases under which the Company Company, the Operating Partnership or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of neither the Company Company, the Operating Partnership nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s 's and the Operating Partnership's knowledge no claim has been asserted by anyone adverse to any such entity’s 's rights as lessee under any of such leases, or affecting or questioning any such entity’s 's right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company Company, the Operating Partnership and the Subsidiaries which are required to be disclosed in the Company’s 's Exchange Act Rreports Reports are disclosed therein; and (iv) there is no judicial, municipal or administrative action, suit, arbitration, proceeding or investigation pending or threatened against, relating to or affecting the Company, the Operating Partnership or any Subsidiary, their assets or properties, before any court or Governmental Authority (as defined below), including, without limitation, proceedings for or involving collections, , alleged building code or environmental or zoning violation, alleged to have occurred at any of the properties or by reason of the condition, use of, or operations on any of the properties. While there may be actions, suits and other proceedings pending or threatened against, relating to or affecting the Company, the Operating Partnership or any Subsidiary involving condemnation, eminent domain, personal injuries or property damage, such matters are not reasonably expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Purchase Agreement (Home Properties of New York Inc), Purchase Agreement (Home Properties of New York Inc), Purchase Agreement (Home Properties of New York Inc)

Title to Properties; Leasehold Interests. (a) Except as disclosed in any Exchange Act Report, or except to the extent that the inaccuracy of any of the following, in the aggregate, would not have a Material Adverse Effect: (i) the Company or one or more of the Subsidiaries, has such title to real properties where its assets are located as provides reasonable assurance of the Company’s ability to use such assets in its business in the ordinary course, and has good title or an enforceable leasehold interest, license or other lawful right to use all assets that are used in the Company’s or one or more of the Subsidiaries’ business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defineddefined below); (ii) all leases under which the Company or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of the Company nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s knowledge no claim has been asserted by anyone adverse to any such entity’s rights as lessee under any of such leases, or affecting or questioning any such entity’s right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company and the Subsidiaries which are required to be disclosed in the Company’s Exchange Act Rreports Reports are disclosed therein.

Appears in 1 contract

Samples: Purchase Agreement (RGC Resources Inc)

Title to Properties; Leasehold Interests. (a) Except as disclosed in any Exchange Act Report, or except to the extent that the inaccuracy of any of the following, in the aggregate, would not have a Material Adverse Effect: (i) the Company or one or more of the Subsidiaries, has such title to real properties where its assets are located as provides reasonable assurance of the Company’s 's ability to use such assets in its business in the ordinary course, and has good title or an enforceable leasehold interest, license or other lawful right to use all assets that are used in the Company’s 's or one or more of the Subsidiaries' business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined); (ii) all leases under which the Company or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of the Company nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s 's knowledge no claim has been asserted by anyone adverse to any such entity’s 's rights as lessee under any of such leases, or affecting or questioning any such entity’s 's right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company and the Subsidiaries which are required to be disclosed in the Company’s 's Exchange Act Rreports are disclosed therein.

Appears in 1 contract

Samples: Purchase Agreement (Corning Natural Gas Corp)

Title to Properties; Leasehold Interests. (a) _a. Except as disclosed in any Exchange Act Report, or except to the extent that the inaccuracy of any of the following, in the aggregate, would not have a Material Adverse Effect: (i) the Company or one or more of the Subsidiaries, has such title to real properties where its assets are located as provides reasonable assurance of the Company’s 's ability to use such assets in its business in the ordinary course, and has good title or an enforceable leasehold interest, license or other lawful right to use all assets that are used in the Company’s 's or one or more of the Subsidiaries' business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined); (ii) all leases under which the Company or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of the Company nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s 's knowledge no claim has been asserted by anyone adverse to any such entity’s 's rights as lessee under any of such leases, or affecting or questioning any such entity’s 's right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company and the Subsidiaries which are required to be disclosed in the Company’s 's Exchange Act Rreports are disclosed therein.. ; ;

Appears in 1 contract

Samples: Purchase Agreement (Corning Natural Gas Holding Corp)

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Title to Properties; Leasehold Interests. (a) Except as disclosed in any Exchange Act Report, or except to the extent that the inaccuracy of any of the following, in the aggregate, would not have a Material Adverse Effect: (i) the Company or one or more of the Subsidiaries, has such title to real properties where its assets are located as provides reasonable assurance of the Company’s ability to use such assets in its business in the ordinary course, and has good title or an enforceable leasehold interest, license or other lawful right to use all assets that are used in the Company’s or one or more of the Subsidiaries’ business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined); (ii) all leases under which the Company or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of the Company nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s knowledge no claim has been asserted by anyone adverse to any such entity’s rights as lessee under any of such leases, or affecting or questioning any such entity’s right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company and the Subsidiaries which are required to be disclosed in the Company’s Exchange Act Rreports Reports are disclosed therein.

Appears in 1 contract

Samples: Purchase Agreement (RGC Resources Inc)

Title to Properties; Leasehold Interests. (a) ______a. Except as disclosed in any Exchange Act Report, or except to the extent that the inaccuracy of any of the following, in the aggregate, would not have a Material Adverse Effect: (i) the Company or one or more of the Subsidiaries, has such title to real properties where its assets are located as provides reasonable assurance of the Company’s 's ability to use such assets in its business in the ordinary course, and has good title or an enforceable leasehold interest, license or other lawful right to use all assets that are used in the Company’s 's or one or more of the Subsidiaries' business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined); (ii) all leases under which the Company or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of the Company nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s 's knowledge no claim has been asserted by anyone adverse to any such entity’s 's rights as lessee under any of such leases, or affecting or questioning any such entity’s 's right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company and the Subsidiaries which are required to be disclosed in the Company’s 's Exchange Act Rreports are disclosed therein.. ; ;

Appears in 1 contract

Samples: Purchase Agreement (Corning Natural Gas Holding Corp)

Title to Properties; Leasehold Interests. (a) a. Except as disclosed in any Exchange Act Report, or except to the extent that the inaccuracy of any of the following, in the aggregate, would not have a Material Adverse Effect: (i) the i);the Company or one or more of the Subsidiaries, has such title to real properties where its assets are located as provides reasonable assurance of the Company’s 's ability to use such assets in its business in the ordinary course, and has good title or an enforceable leasehold interest, license or other lawful right to use all assets that are used in the Company’s 's or one or more of the Subsidiaries' business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined); (ii) all leases under which the Company or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of the Company nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s 's knowledge no claim has been asserted by anyone adverse to any such entity’s 's rights as lessee under any of such leases, or affecting or questioning any such entity’s 's right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company and the Subsidiaries which are required to be disclosed in the Company’s 's Exchange Act Rreports are disclosed therein.

Appears in 1 contract

Samples: Purchase Agreement (Corning Natural Gas Holding Corp)

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