Title to Real Property. (a) The MLP, OLP or the Subsidiaries have (or will have at Closing): (i) good and marketable title in fee to all real property and interests in real property, owned or purported to be owned in fee by the MLP, the OLP or the Subsidiaries (individually, an "Atlas Owned Property"); and set forth on Schedule 4.15(a)(i) is a list of each Atlas Owned Property; and (ii) good and marketable title to the leasehold estates in all real property and interests in real property purported to be leased by the MLP, the OLP or the Subsidiaries (individually, an "Atlas Leased Property"); and set forth on Schedule 4.15(a)(ii) is a list of each Atlas Leased Property; and in the case of both clause (i) and (ii), free and clear of all Liens, except: (1) Liens as set forth on Schedule 4.15(a); (2) leases, subleases and similar agreements set forth on Schedule 4.15(a); (3) Atlas Permitted Liens; (4) easements, covenants, rights-of-way and other similar restrictions of record; (5) any conditions that may be shown by a current, accurate survey or physical inspection of any Atlas Owned Property or Atlas Leased Property made prior to Closing; and (6) (A) zoning, building and other similar restrictions, (B) Liens, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which any of the Atlas Entities have easement rights or on any Atlas Leased Property, and (C) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses (A), (B) and (C), individually or in the aggregate, is reasonably likely to have an Atlas Material Adverse Effect. Those items set forth in clauses (1)-(6) above are herein referred to as the "Atlas Permitted Encumbrances". (iii) The Atlas Permitted Encumbrances do not materially interfere with or adversely impact upon the operations of the business of the Atlas Entities. (b) With respect to easements, rights of way, licenses and land use permits used by the Atlas Entities (collectively, the "Atlas Easements"), the MLP, the OLP or the Subsidiaries, as the case may be, have (i) title to or interest in the Atlas Easements free and clear of the claims of those claiming by, through, or under the MLP, the OLP or the Subsidiaries, as the case may be, and not otherwise, and (ii) indefeasible title to or interest in the Atlas Easements sufficient to enable the MLP, the OLP or the Subsidiaries, as the case may be, to use and operate their assets and conduct their business in a reasonable and customary manner and without interference arising from defects in title, except for the Atlas Permitted Encumbrances. Except as set forth on Schedule 4.15(b), all Atlas Easements originally held by Resource America, the Resource America Entities or any of the MLP Affiliates of which title was not held by the MLP, the OLP or any of the Subsidiaries on the date of the MLP's initial public offering and in the prospectus for such offering that were described as to be conveyed to the MLP, the OLP or the Subsidiaries, as applicable, have been so conveyed. (c) Schedule 4.15(c)(i) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a compressor site (each, a "Compressor Property Interest"). Schedule 4.15(c)(ii) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a gas meter site (each, a "Meter Property Interest"). The Atlas Entities have (or will have at Closing) good and marketable title or leasehold interest in and to each Compressor Property Interest and Meter Property Interest. The Compressor Property Interests and Meter Property Interests constitute all of the compressor sites and meter sites, respectively, necessary to conduct the business of Atlas Entities as currently conducted. (d) Except as set forth on Schedule 4.15(d), neither Resource America nor any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries) have any equipment or property located on or within the Atlas Owned Property, the Atlas Leased Property or the Atlas Easements nor any claim to an interest in such property. (e) Except as set forth on Schedule 4.15(e), neither the MLP, the OLP or any of the Subsidiaries have any equipment or property located on or within the real property, easements or leased property owned or controlled by Resource America or any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries). (f) Set forth on Schedule 4.15(f) is a list of all Atlas Owned Property and Atlas Leased Property acquired by the Atlas Entities since the IPO Date. Except as set forth on Schedule 4.15(f), since the IPO Date, none of the Atlas Entities have acquired any real property or interests in real property, and none of Resource America or any Resource America Entity owns or has interest in or to any real or personal property or assets used by the Atlas Entities in the Ordinary Course of Business of the Atlas Entities.
Appears in 2 contracts
Samples: Contribution Agreement (Resource America Inc), Contribution Agreement (Atlas Pipeline Partners Lp)
Title to Real Property. (a) The MLP, OLP or Neither the Company nor any of the Company Subsidiaries have (or will have at Closing):
(i) good and marketable title in fee to all real property and interests in owns any real property, owned or purported to be owned in fee by . Section 4.10(a) of the MLP, the OLP or the Subsidiaries (individually, an "Atlas Owned Property"); and set Seller Disclosure Schedule sets forth on Schedule 4.15(a)(i) is a complete list of each Atlas Owned Property; and
(ii) good and marketable title to the leasehold estates in all real property and interests in real property purported to be leased by the MLP, Company and the OLP or the Company Subsidiaries (individually, an "Atlas a “Leased Property"”); . Section 4.10(a) of the Seller Disclosure Schedule sets forth a true and set forth on Schedule 4.15(a)(ii) complete list of all leases, subleases, licenses, concessions and other agreements relating to the use or occupancy of real property (written or oral), as amended, to which the Company or any of the Company Subsidiaries is a list party (“Leases”). The Company and/or one or more of each Atlas the Company Subsidiaries has good and valid title to the leasehold estates in all Leased Property (a Leased Property being sometimes referred to herein, individually, as a “Company Property; and in the case of both clause (i) and (ii”), in each case free and clear of all mortgages, Liens, except:
leases, assignments, subleases, licenses, easements, covenants, rights of way and other similar restrictions of any nature whatsoever, except (1i) Liens such as are set forth on Schedule 4.15(a);
in Section 4.10(a) of the Seller Disclosure Schedule; (2ii) leases, subleases and similar agreements set forth on Schedule 4.15(a);
in Section 4.11(a) of the Seller Disclosure Schedule; (3iii) Atlas Permitted Liens;
; (4iv) easements, covenants, rights-of-rights of way and other similar restrictions of record;
record which do not, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conducted; (5v) any conditions that may be shown by a current, accurate survey or physical inspection of any Atlas Owned Property or Atlas Leased Company Property made prior to Closing; and
the Closing and (6vi) (Aa) zoning, building and other similar restrictions, (Bb) mortgages, Liens, easements, covenants, rights-of-rights of way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Atlas Entities have Company Subsidiaries has easement rights or on any Atlas Leased PropertyCompany Property and subordination or similar agreements relating thereto, and (Cc) unrecorded easements, covenants, rights-of-rights of way and other similar restrictions, none of which items set forth in clauses (A), v) or (B) and (Cvi), individually or in the aggregate, is reasonably likely materially impair the continued use and operation of the property to have an Atlas Material Adverse Effect. Those items set forth which they relate in clauses (1)-(6) above are herein referred to as the "Atlas Permitted Encumbrances".
(iii) The Atlas Permitted Encumbrances do not materially interfere with or adversely impact upon the operations of the business of the Atlas EntitiesCompany and the Company Subsidiaries as presently conducted.
(b) With respect to easements, rights of way, licenses and land use permits used by the Atlas Entities (collectively, the "Atlas Easements"), the MLP, the OLP or the Subsidiaries, as the case may be, have (i) title to or interest in the Atlas Easements free and clear Seller has not received written notice that any portion of the claims of those claiming by, through, Leased Property is threatened to be condemned or otherwise taken by any public authority. No tenant under the MLP, the OLP or the Subsidiaries, as the case may be, and not otherwise, and (ii) indefeasible title to or interest in the Atlas Easements sufficient to enable the MLP, the OLP or the Subsidiaries, as the case may be, to use and operate their assets and conduct their business in a reasonable and customary manner and without interference arising from defects in title, except for the Atlas Permitted Encumbrances. Except as set forth on Schedule 4.15(b), all Atlas Easements originally held by Resource America, the Resource America Entities or any of the MLP Affiliates Leases has entered into any subordination agreement in respect of a mortgage affecting the interest of the landlord in any Leased Property (except for those for which title was not held a non-disturbance agreement has been granted by the MLP, the OLP or any mortgagee in favor of the Subsidiaries on the date of the MLP's initial public offering and in the prospectus for such offering that were described as to be conveyed to the MLP, the OLP or the Subsidiaries, as applicable, have been so conveyed.
(c) Schedule 4.15(c)(i) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a compressor site (each, a "Compressor Property Interest"). Schedule 4.15(c)(ii) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a gas meter site (each, a "Meter Property Interest"). The Atlas Entities have (or will have at Closing) good and marketable title or leasehold interest in and to each Compressor Property Interest and Meter Property Interest. The Compressor Property Interests and Meter Property Interests constitute all of the compressor sites and meter sites, respectively, necessary to conduct the business of Atlas Entities as currently conducted.
(d) Except as set forth on Schedule 4.15(d), neither Resource America nor any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries) have any equipment or property located on or within the Atlas Owned Property, the Atlas Leased Property or the Atlas Easements nor any claim to an interest in such property.
(e) Except as set forth on Schedule 4.15(e), neither the MLP, the OLP or any of the Subsidiaries have any equipment or property located on or within the real property, easements or leased property owned or controlled by Resource America or any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiariestenant).
(f) Set forth on Schedule 4.15(f) is a list of all Atlas Owned Property and Atlas Leased Property acquired by the Atlas Entities since the IPO Date. Except as set forth on Schedule 4.15(f), since the IPO Date, none of the Atlas Entities have acquired any real property or interests in real property, and none of Resource America or any Resource America Entity owns or has interest in or to any real or personal property or assets used by the Atlas Entities in the Ordinary Course of Business of the Atlas Entities.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Microsemi Corp), Stock Purchase Agreement (Mercury Systems Inc)
Title to Real Property. (a) The MLP, OLP or the Subsidiaries have (or will have at Closing):Triton has:
(i) good and marketable title in fee to all real property and interests in real property, owned or property purported to be owned in fee by the MLP, the OLP or the Subsidiaries Triton (individually, an a "Atlas Triton Owned Property"); ) and set forth on Schedule 4.15(a)(i3.15(a)(i) is a list of each Atlas Triton Owned Property; and
(ii) good and marketable sufficient title or leasehold interest to the leasehold estates in all real property and interests in real property owned or purported to be leased by Triton to permit the MLP, operation of the OLP or properties in the Subsidiaries manner contemplated under Triton's current mine plans (individually, an a "Atlas Triton Leased Property"); ) and set forth on Schedule 4.15(a)(ii3.15(a)(ii) is a list of each Atlas Triton Leased Property; , and in the case of both clause (i) and (ii), free and clear of all Liens, except:
(1) Liens as set forth on Schedule 4.15(a3.15(a);
(2) leases, subleases and similar agreements as set forth on Schedule 4.15(a3.15(b);
(3) Atlas Triton Permitted Liens;
(4) easements, covenants, rights-of-way and other similar restrictions of record;
(5) any conditions that may be shown by a current, accurate survey or physical inspection of any Atlas Triton Owned Property or Atlas Triton Leased Property made prior to Closing; and
(6) (A) zoning, building and other similar restrictions, (B) Liens, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which any of the Atlas Entities have Triton has easement rights or on any Atlas Triton Leased Property, and (C) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses (A), (B) and (C), individually or in the aggregate, is reasonably likely to have an Atlas a Triton Material Adverse Effect. Those items set forth in clauses (1)-(6) above are herein referred to as the "Atlas Triton Permitted Encumbrances".
(iii) The Atlas Triton Permitted Encumbrances do not materially interfere with or adversely impact upon the operations of the business of the Atlas EntitiesTriton.
(b) With respect to easements, rights of way, licenses and land use permits used by the Atlas Entities Triton (collectively, the "Atlas Triton Easements"), the MLP, the OLP or the Subsidiaries, as the case may be, have Triton has (i) title to or interest in the Atlas Triton Easements free and clear of the claims of those claiming by, through, or under the MLP, the OLP or the Subsidiaries, as the case may be, Triton and not otherwise, and (ii) indefeasible title to or interest in the Atlas Triton Easements sufficient to enable the MLP, the OLP or the Subsidiaries, as the case may be, Triton to use and operate their its assets and conduct their its business in a reasonable and customary manner and without interference arising from defects in title, except for the Atlas Triton Permitted Encumbrances. .
(c) Except as set forth on Schedule 4.15(b3.15(c), all Atlas Easements originally held by Resource Americanone of the Contributors nor any of their affiliates (other than Triton) have any equipment or property located on or within the Triton Owned Property, the Resource America Entities or any of the MLP Affiliates of which title was not held by the MLP, the OLP or any of the Subsidiaries on the date of the MLP's initial public offering and in the prospectus for such offering that were described as to be conveyed to the MLP, the OLP Triton Leased Property or the Subsidiaries, as applicable, have been so conveyed.
(c) Schedule 4.15(c)(i) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a compressor site (each, a "Compressor Property Interest"). Schedule 4.15(c)(ii) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a gas meter site (each, a "Meter Property Interest"). The Atlas Entities have (or will have at Closing) good and marketable title or leasehold interest in and to each Compressor Property Interest and Meter Property Interest. The Compressor Property Interests and Meter Property Interests constitute all of the compressor sites and meter sites, respectively, necessary to conduct the business of Atlas Entities as currently conductedTriton Easements.
(d) Except as set forth on Schedule 4.15(d3.15(d), neither Resource America nor any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries) have any equipment or property located on or within the Atlas Owned Property, the Atlas Leased Property or the Atlas Easements nor any claim to an interest in such property.
(e) Except as set forth on Schedule 4.15(e), neither the MLP, the OLP or any of the Subsidiaries Triton does not have any equipment or property located on or within the real property, easements or leased property owned or controlled by Resource America Contributor or any of the MLP Affiliates its affiliates (other than the MLP, the OLP and the SubsidiariesTriton).
(f) Set forth on Schedule 4.15(f) is a list of all Atlas Owned Property and Atlas Leased Property acquired by the Atlas Entities since the IPO Date. Except as set forth on Schedule 4.15(f), since the IPO Date, none of the Atlas Entities have acquired any real property or interests in real property, and none of Resource America or any Resource America Entity owns or has interest in or to any real or personal property or assets used by the Atlas Entities in the Ordinary Course of Business of the Atlas Entities.
Appears in 2 contracts
Samples: Contribution Agreement (Resource America Inc), Contribution Agreement (Atlas Pipeline Partners Lp)
Title to Real Property. (aSchedule 3.1(y) The MLP, OLP or the Subsidiaries have (or will have at Closing):
(i) good and marketable title in fee to sets forth a complete list of all real property and interests in real property, owned or purported to be owned in fee by the MLP, Company and its subsidiaries other than any real property disposed of after the OLP or the Subsidiaries date of this Agreement in compliance with Section 4.1(a) (individually, an "Atlas Owned Property"); and set . Schedule 3.1(y) sets forth on Schedule 4.15(a)(i) is a complete list of each Atlas Owned Property; and
(ii) good and marketable title to the leasehold estates in all real property and interests in real property purported to be leased by the MLP, Company and its subsidiaries (other than any real property disposed of after the OLP or the Subsidiaries date of this Agreement in compliance with Section 4.1(a) (individually, an a "Atlas Leased Property"); ) and set forth on Schedule 4.15(a)(ii) is identifies any material leases relating thereto. The Company or a list of each Atlas Leased Property; and in the case of both clause subsidiary has (i) good and marketable fee title to all Owned Property insurable at regular rates and (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "Company Property" and, collectively, as "Company Properties"), in each case free and clear of all Liensmortgages, except:
(1) Liens as set forth on Schedule 4.15(a);
(2) liens, security interests, encumbrances, leases, subleases and similar agreements set forth on Schedule 4.15(a);
(3) Atlas Permitted Liens;
(4) assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (A) leases, subleases and similar agreements set forth in Schedule 3.1(y), (B) Permitted Liens, (C) easements, covenants, rights-of- way and other similar restrictions of record;
, (5D) any conditions that may would be shown by a current, accurate survey or physical inspection of any Atlas Owned Property or Atlas Leased Company Property made prior to Closing; and
Closing and (6E) (AI) zoning, building and other similar restrictions, (BII) Liensmortgages, liens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Atlas Entities have subsidiary thereof has easement rights or on any Atlas Leased PropertyProperty and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses (AC), (BD) and (CE), individually or in the aggregate, is reasonably likely materially impair the value or the continued use and operation of the property to have an Atlas Material Adverse Effect. Those items set forth which they relate in clauses (1)-(6) above are herein referred to as the "Atlas Permitted Encumbrances".
(iii) The Atlas Permitted Encumbrances do not materially interfere with or adversely impact upon the operations of the business of the Atlas Entities.
(b) With respect to easements, rights of way, licenses Company and its subsidiaries as presently conducted. No local zoning or similar land use permits used or government regulations materially impairs the current use by the Atlas Entities (collectively, the "Atlas Easements"), the MLP, the OLP or the Subsidiaries, as the case may be, have (i) title to or interest in the Atlas Easements free Company and clear its subsidiaries of the claims of those claiming byplants, through, or under the MLP, the OLP or the Subsidiaries, as the case may be, offices and not otherwise, and (ii) indefeasible title to or interest in the Atlas Easements sufficient to enable the MLP, the OLP or the Subsidiaries, as the case may be, to use and operate their assets and conduct their business in a reasonable and customary manner and without interference arising from defects in title, except for the Atlas Permitted Encumbrances. Except as set forth on Schedule 4.15(b), all Atlas Easements originally held by Resource America, the Resource America Entities or any of the MLP Affiliates of which title was not held by the MLP, the OLP or any of the Subsidiaries on the date of the MLP's initial public offering and in the prospectus for such offering that were described as to be conveyed to the MLP, the OLP or the Subsidiaries, as applicable, have been so conveyed.
(c) Schedule 4.15(c)(i) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a compressor site (each, a "Compressor Property Interest"). Schedule 4.15(c)(ii) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a gas meter site (each, a "Meter Property Interest"). The Atlas Entities have (or will have at Closing) good and marketable title or leasehold interest in and to each Compressor Property Interest and Meter Property Interest. The Compressor Property Interests and Meter Property Interests constitute all of the compressor sites and meter sites, respectively, necessary to conduct the business of Atlas Entities as currently conducted.
(d) Except as set forth on Schedule 4.15(d), neither Resource America nor any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries) have any equipment or property facilities located on or within the Atlas Owned Company Property, the Atlas Leased Property or the Atlas Easements nor any claim to an interest in such property.
(e) Except as set forth on Schedule 4.15(e), neither the MLP, the OLP or any of the Subsidiaries have any equipment or property located on or within the real property, easements or leased property owned or controlled by Resource America or any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries).
(f) Set forth on Schedule 4.15(f) is a list of all Atlas Owned Property and Atlas Leased Property acquired by the Atlas Entities since the IPO Date. Except as set forth on Schedule 4.15(f), since the IPO Date, none of the Atlas Entities have acquired any real property or interests in real property, and none of Resource America or any Resource America Entity owns or has interest in or to any real or personal property or assets used by the Atlas Entities in the Ordinary Course of Business of the Atlas Entities.
Appears in 1 contract
Title to Real Property. (aSchedule 4(j) The MLP, OLP or the Subsidiaries have (or will have at Closing):
(i) good and marketable title in fee to all real property and interests in real property, owned or purported to be owned in fee by the MLP, the OLP or the Subsidiaries (individually, an "Atlas Owned Property"); and set forth on Schedule 4.15(a)(i) is a complete ----------------------- list of each Atlas Owned Property; and
(ii) good and marketable title to the leasehold estates in all real property and interests in real property purported owned in fee by the Company that are used, held for use or intended to be leased by used primarily in, or necessary for the MLPconduct of, the OLP or the Subsidiaries current Business (individually, an "Atlas Owned ----- Property") and identifies any material reciprocal easement or operating -------- agreements relating thereto. Schedule 4(j) will set forth a complete list of all real property and interests in real property leased by the Company that are used, held for use or intended to be used primarily in, or necessary for the conduct of, the current Business (individually, a "Leased Property"); ) and set forth on Schedule 4.15(a)(ii) is a list of each Atlas Leased Property; --------------- identifies any material base leases and in the case of both clause reciprocal easement or operating agreements relating thereto. The Company has (i) good and insurable fee title to all Owned Property and (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "Company Property" and, collectively, as ---------------- "Company Properties"), in each case free and clear of all Liensmortgages, except:
(1) Liens as set forth on Schedule 4.15(a);
(2) liens, ------------------ security interests, encumbrances, leases, subleases and similar agreements set forth on Schedule 4.15(a);
(3) Atlas Permitted Liens;
(4) assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (A) such as will be set forth in Schedule 4(j), (B) leases, subleases and similar agreements that will be set forth in Schedule 4(l), (C) Permitted Liens, (D) easements, covenants, rights-of-way, conditions, restrictions, reservations, licenses and other similar restrictions of record;
, (5E) (I) any conditions that may be shown by a current, accurate survey or physical inspection of any Atlas Owned Property or Atlas Leased Company Property made prior to Closing; and
Closing and (6II) all immaterial encroachments, overlaps, boundary line disputes and shortages in area and (F) (AI) all land use (including environmental and wetlands) zoning, building and other similar restrictions, (BII) Liensmortgages, liens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any owner, developer, landlord landlord, sublandlord or other third party on property over which any of the Atlas Entities have Company has easement rights or on any Atlas Leased PropertyProperty and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-of-way way, conditions, restrictions, reservations, licenses and other similar restrictions, none of which items set forth in clauses (AI), (BII) and (CIII), individually or in the aggregate, is reasonably likely materially impair the continued use and operation of the property to have an Atlas Material Adverse Effect. Those items set forth which they relate in clauses (1)-(6) above are herein referred to as the "Atlas Permitted Encumbrances".
(iii) The Atlas Permitted Encumbrances do not materially interfere with or adversely impact upon the operations of the business of the Atlas Entities.
(b) With respect to easements, rights of way, licenses and land Company as presently conducted. The current use permits used by the Atlas Entities (collectively, the "Atlas Easements"), the MLP, the OLP or the Subsidiaries, as the case may be, have (i) title to or interest in the Atlas Easements free and clear Company of the claims of those claiming bypetroleum products terminaling, through, or under the MLP, the OLP or the Subsidiaries, as the case may be, storage and not otherwise, and (ii) indefeasible title to or interest in the Atlas Easements sufficient to enable the MLP, the OLP or the Subsidiaries, as the case may be, to use and operate their assets and conduct their business in a reasonable and customary manner and without interference arising from defects in title, except for the Atlas Permitted Encumbrances. Except as set forth on Schedule 4.15(b), all Atlas Easements originally held by Resource America, the Resource America Entities or any of the MLP Affiliates of which title was not held by the MLP, the OLP or any of the Subsidiaries on the date of the MLP's initial public offering and in the prospectus for such offering that were described as to be conveyed to the MLP, the OLP or the Subsidiaries, as applicable, have been so conveyed.
(c) Schedule 4.15(c)(i) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a compressor site pipeline facilities (each, a "Compressor Property InterestFacility" and -------- collectively, the "Facilities"). Schedule 4.15(c)(ii) includes a list of each Atlas Owned , offices and other facilities located on Company ---------- Property and Atlas Leased Property representing a real property interest does not violate any local zoning or similar land use or government regulations in a gas meter site (eachany manner that materially affects, a "Meter Property Interest"). The Atlas Entities have (or will have at Closing) good and marketable title or leasehold interest in and could reasonably be expected to each Compressor Property Interest and Meter Property Interest. The Compressor Property Interests and Meter Property Interests constitute all of the compressor sites and meter sites, respectively, necessary to conduct the business of Atlas Entities as currently conducted.
(d) Except as set forth on Schedule 4.15(d), neither Resource America nor any of the MLP Affiliates (other than the MLPmaterially affect, the OLP and the Subsidiaries) have use or operation of any equipment or property located on or within the Atlas Owned Property, the Atlas Leased Property or the Atlas Easements nor any claim to an interest in such propertyFacility.
(e) Except as set forth on Schedule 4.15(e), neither the MLP, the OLP or any of the Subsidiaries have any equipment or property located on or within the real property, easements or leased property owned or controlled by Resource America or any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries).
(f) Set forth on Schedule 4.15(f) is a list of all Atlas Owned Property and Atlas Leased Property acquired by the Atlas Entities since the IPO Date. Except as set forth on Schedule 4.15(f), since the IPO Date, none of the Atlas Entities have acquired any real property or interests in real property, and none of Resource America or any Resource America Entity owns or has interest in or to any real or personal property or assets used by the Atlas Entities in the Ordinary Course of Business of the Atlas Entities.
Appears in 1 contract
Title to Real Property. Schedule 5.15 sets forth a complete list of ---------------------- all Real Property and interests in Real Property used or held for use in the Acquired Business owned in fee by the Crown Parties (aindividually, a "Crown ----- Owned Property") and identifies any material reciprocal easement or operating -------------- agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of the Crown Parties attached hereto) relating thereto. Schedule 5.15 sets forth a complete list of all Real Property and interests in Real Property used or held for use in the Acquired Business leased by the Crown Parties (individually, a "Crown Leased Property") and --------------------- identifies any material leases and reciprocal easement or operating agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of the Crown Parties attached hereto) relating thereto. The MLP, OLP or the Subsidiaries Crown Parties have (or will have at Closing):
(i) good and marketable insurable fee title in fee to all real property Crown Owned Property and interests in real property, owned or purported to be owned in fee by the MLP, the OLP or the Subsidiaries (individually, an "Atlas Owned Property"); and set forth on Schedule 4.15(a)(i) is a list of each Atlas Owned Property; and
(ii) assuming good and marketable adequate title in each lessor of a leasehold estate, good and valid title to the leasehold estates in all real property and interests in real property purported Crown Leased Property (a Crown Owned Property or Crown Leased Property being sometimes referred to be leased by the MLPherein, the OLP or the Subsidiaries (individually, an as a "Atlas Leased Crown Property" and, collectively, as -------------- "Crown Properties"); and set forth on Schedule 4.15(a)(ii) is a list of , in each Atlas Leased Property; and in the case of both clause (i) and (ii), free and clear of all LiensLiens and other similar ---------------- restrictions of any nature whatsoever, except:
except (1A) Liens such as are set forth on Schedule 4.15(a);
5.15, (2B) leases, subleases and similar agreements set forth on Schedule 4.15(a);
5.20, (3C) Atlas Crown Permitted Liens;
, (4D) easements, covenants, rights-of-of- way and other similar restrictions of record;
, (5E) any conditions that may be shown by a current, accurate survey or readily determined by a physical inspection of any Atlas Owned Property or Atlas Leased Crown Property made prior to Closing; and
Closing and (6F) (AI) zoning, building and other similar restrictions, (BII) Liens, easements, covenants, rights-of-way Liens and other similar restrictions that have been placed by any developer, landlord or other third party on property over which any of the Atlas Entities Crown Parties have easement rights or on any Atlas Leased PropertyProperty and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses (AI), (BII) and (CIII), individually or in the aggregate, is reasonably likely materially impair the continued use and operation of the property to have an Atlas Material Adverse Effectwhich they relate in the Crown Communications Business, as presently conducted. Those items set forth Except as disclosed on Schedule 5.18, to the knowledge of the Crown Parties, the current use by the Crown Parties of the plants, offices and other facilities located on Crown Property does not violate any local zoning or similar land use or government regulations in clauses any material respect (1)-(6Liens, encumbrances and imperfections of title described in clause (A), (B), (C), (D), (E) above and (F) are herein hereinafter referred to as the "Atlas Crown Permitted Encumbrances".
(iii) The Atlas Permitted Encumbrances do not materially interfere with or adversely impact upon the operations of the business of the Atlas Entities.
(b) With respect to easements, rights of way, licenses and land use permits used by the Atlas Entities (collectively, the "Atlas Easements"), the MLP, the OLP or the Subsidiaries, as the case may be, have (i) title to or interest in the Atlas Easements free and clear of the claims of those claiming by, through, or under the MLP, the OLP or the Subsidiaries, as the case may be, and not otherwise, and (ii) indefeasible title to or interest in the Atlas Easements sufficient to enable the MLP, the OLP or the Subsidiaries, as the case may be, to use and operate their assets and conduct their business in a reasonable and customary manner and without interference arising from defects in title, except for the Atlas Permitted Encumbrances. Except as set forth on Schedule 4.15(b), all Atlas Easements originally held by Resource America, the Resource America Entities or any of the MLP Affiliates of which title was not held by the MLP, the OLP or any of the Subsidiaries on the date of the MLP's initial public offering and in the prospectus for such offering that were described as to be conveyed to the MLP, the OLP or the Subsidiaries, as applicable, have been so conveyed.
(c) Schedule 4.15(c)(i) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a compressor site (each, a "Compressor Property InterestReal -------------------- Estate ------ Liens"). Schedule 4.15(c)(ii) includes a list No condemnation of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a gas meter site (each, a "Meter Property Interest"). The Atlas Entities have (or will have at Closing) good and marketable title or leasehold interest in and to each Compressor Property Interest and Meter Property Interest. The Compressor Property Interests and Meter Property Interests constitute all any material portion of the compressor sites Crown Properties ----- has occurred; and meter sites, respectively, necessary the Crown Parties have not received any notice related to conduct the business any future or proposed condemnation of Atlas Entities as currently conducted.
(d) Except as set forth on Schedule 4.15(d), neither Resource America nor any material portion of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries) have any equipment or property located on or within the Atlas Owned Property, the Atlas Leased Property or the Atlas Easements nor any claim to an interest in such propertyCrown Properties.
(e) Except as set forth on Schedule 4.15(e), neither the MLP, the OLP or any of the Subsidiaries have any equipment or property located on or within the real property, easements or leased property owned or controlled by Resource America or any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries).
(f) Set forth on Schedule 4.15(f) is a list of all Atlas Owned Property and Atlas Leased Property acquired by the Atlas Entities since the IPO Date. Except as set forth on Schedule 4.15(f), since the IPO Date, none of the Atlas Entities have acquired any real property or interests in real property, and none of Resource America or any Resource America Entity owns or has interest in or to any real or personal property or assets used by the Atlas Entities in the Ordinary Course of Business of the Atlas Entities.
Appears in 1 contract
Samples: Asset Purchase and Merger Agreement (Crown Castle International Corp)
Title to Real Property. Each of the Contributed Entities or Trailblazer has:
(a) The MLP, OLP or the Subsidiaries have (or will have at Closing):
(i) good and marketable valid title in fee to all real property and interests in real property, owned or property purported to be owned in fee by the MLP, the OLP Contributed Entities or the Subsidiaries Trailblazer (individually, an "Atlas Owned Property"); and set forth on Schedule 4.15(a)(i) is a list of each Atlas Owned Property; and
(iib) good and marketable valid title to the leasehold estates in all real property and interests in real property purported to be leased by the MLP, the OLP Contributed Entities or the Subsidiaries Trailblazer (individually, an a "Atlas Leased Property"); and set forth on Schedule 4.15(a)(ii) is a list of each Atlas Leased Property; , and in the case of both clause (ia) and (iib), free and clear of all Liens, except:
(1i) Liens as set forth on Schedule 4.15(a)3.21;
(2ii) leases, subleases and similar agreements set forth on Schedule 4.15(a)3.21;
(3iii) Atlas Permitted Liens;
(4iv) easements, covenants, rights-of-way and other similar restrictions (1) of record, (2) that are unrecorded and held by affiliates of the Contributors that are the subject of Section 5.12 with respect to the Owned Property or Leased Property, and (3) that are unrecorded and held by the Contributed Entities or Trailblazer that are the subject of Section 5.12 with respect to real property or interests in real property owned or leased by the Contributors or their affiliates;
(5v) any conditions that may be shown by a current, accurate survey or physical inspection of any Atlas Owned Property or Atlas Leased Property made prior to Closing; and
(6vi) (A1) zoning, building and other similar restrictions, (B2) mortgages, Liens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which any of the Atlas Contributed Entities have or Trailblazer has easement rights or on any Atlas Leased PropertyProperty and subordination or similar agreements relating thereto, and (C3) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses (A1), (B2) and (C3), individually or in the aggregate, is would reasonably likely be expected to have an Atlas a Material Adverse Effect. Those items set forth in clauses (1)-(6) above are herein referred to as the "Atlas Permitted Encumbrances".
(iii) The Atlas Permitted Encumbrances do not materially interfere with or adversely impact upon the operations of the business of the Atlas Entities.
(b) With respect to easements, rights of way, licenses and land use permits used by the Atlas Entities (collectively, the "Atlas Easements"), the MLP, the OLP or the Subsidiaries, as the case may be, have (i) title to or interest in the Atlas Easements free and clear of the claims of those claiming by, through, or under the MLP, the OLP or the Subsidiaries, as the case may be, and not otherwise, and (ii) indefeasible title to or interest in the Atlas Easements sufficient to enable the MLP, the OLP or the Subsidiaries, as the case may be, to use and operate their assets and conduct their business in a reasonable and customary manner and without interference arising from defects in title, except for the Atlas Permitted Encumbrances. Except as set forth on Schedule 4.15(b), all Atlas Easements originally held by Resource America, the Resource America Entities or any of the MLP Affiliates of which title was not held by the MLP, the OLP or any of the Subsidiaries on the date of the MLP's initial public offering and in the prospectus for such offering that were described as to be conveyed to the MLP, the OLP or the Subsidiaries, as applicable, have been so conveyed.
(c) Schedule 4.15(c)(i) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a compressor site (each, a "Compressor Property Interest"). Schedule 4.15(c)(ii) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a gas meter site (each, a "Meter Property Interest"). The Atlas Entities have (or will have at Closing) good and marketable title or leasehold interest in and to each Compressor Property Interest and Meter Property Interest. The Compressor Property Interests and Meter Property Interests constitute all of the compressor sites and meter sites, respectively, necessary to conduct the business of Atlas Entities as currently conducted.
(d) Except as set forth on Schedule 4.15(d), neither Resource America nor any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries) have any equipment or property located on or within the Atlas Owned Property, the Atlas Leased Property or the Atlas Easements nor any claim to an interest in such property.
(e) Except as set forth on Schedule 4.15(e), neither the MLP, the OLP or any of the Subsidiaries have any equipment or property located on or within the real property, easements or leased property owned or controlled by Resource America or any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries).
(f) Set forth on Schedule 4.15(f) is a list of all Atlas Owned Property and Atlas Leased Property acquired by the Atlas Entities since the IPO Date. Except as set forth on Schedule 4.15(f), since the IPO Date, none of the Atlas Entities have acquired any real property or interests in real property, and none of Resource America or any Resource America Entity owns or has interest in or to any real or personal property or assets used by the Atlas Entities in the Ordinary Course of Business of the Atlas Entities.
Appears in 1 contract
Samples: Contribution Agreement (Kinder Morgan Energy Partners L P)
Title to Real Property. (aSchedule 3.01(x) The MLP, OLP or the Subsidiaries have (or will have at Closing):
(i) good and marketable title in fee to sets forth a complete list of all real property and interests in real property, owned or purported to be owned in fee by the MLP, Company and the OLP or the Subsidiaries subsidiaries (individually, an "Atlas Owned Property"); ) and set identifies any material reciprocal easement or operating agreements relating thereto. Schedule 3.01(x) sets forth on Schedule 4.15(a)(i) is a complete list of each Atlas Owned Property; and
(ii) good and marketable title to the leasehold estates in all real property and interests in real property purported to be leased by the MLP, Company and the OLP or the Subsidiaries subsidiaries (individually, an a "Atlas Leased Property"); ) and set forth on Schedule 4.15(a)(ii) is identifies any material base leases and reciprocal easement or operating agreements relating thereto. The Company or a list of each Atlas Leased Property; and in the case of both clause subsidiary has (i) good and marketable fee title to all Owned Property insurable at regular rates and (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "Company Property" and, collectively, as "Company Properties"), in each case free and clear of all Liensmortgages, except:
liens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (1) Liens as set forth on Schedule 4.15(a);
(2A) leases, subleases and similar agreements set forth on in Schedule 4.15(a3.02(x);
, (3B) Atlas Permitted Liens;
, (4C) easements, covenants, rights-of-way and other similar restrictions of record;
, (5D) any conditions that may be shown by a current, accurate survey or physical inspection of any Atlas Owned Property or Atlas Leased Company Property made prior to Closing; and
Closing and (6E) (AI) zoning, building and other similar restrictions, (BII) Liensmortgages, liens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Atlas Entities have subsidiary has easement rights or on any Atlas Leased PropertyProperty and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses (AC), (BD) and (CE), individually or in the aggregate, is reasonably likely materially impair the value or the continued use and operation of the property to have an Atlas Material Adverse Effect. Those items set forth which they relate in clauses (1)-(6) above are herein referred to as the "Atlas Permitted Encumbrances".
(iii) The Atlas Permitted Encumbrances do not materially interfere with or adversely impact upon the operations of the business of the Atlas Entities.
(b) With respect to easementsCompany and the subsidiaries as presently conducted. To the knowledge of the Company, rights the current use by the Company and the subsidiaries of waythe plants, licenses offices and other facilities located on Company Property does not violate any local zoning or similar land use permits used by the Atlas Entities (collectively, the "Atlas Easements"), the MLP, the OLP or the Subsidiaries, as the case may be, have (i) title to or interest government regulations in the Atlas Easements free and clear of the claims of those claiming by, through, or under the MLP, the OLP or the Subsidiaries, as the case may be, and not otherwise, and (ii) indefeasible title to or interest in the Atlas Easements sufficient to enable the MLP, the OLP or the Subsidiaries, as the case may be, to use and operate their assets and conduct their business in a reasonable and customary manner and without interference arising from defects in title, except for the Atlas Permitted Encumbrances. Except as set forth on Schedule 4.15(b), all Atlas Easements originally held by Resource America, the Resource America Entities or any of the MLP Affiliates of which title was not held by the MLP, the OLP or any of the Subsidiaries on the date of the MLP's initial public offering and in the prospectus for such offering that were described as to be conveyed to the MLP, the OLP or the Subsidiaries, as applicable, have been so conveyedmaterial respect.
(c) Schedule 4.15(c)(i) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a compressor site (each, a "Compressor Property Interest"). Schedule 4.15(c)(ii) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a gas meter site (each, a "Meter Property Interest"). The Atlas Entities have (or will have at Closing) good and marketable title or leasehold interest in and to each Compressor Property Interest and Meter Property Interest. The Compressor Property Interests and Meter Property Interests constitute all of the compressor sites and meter sites, respectively, necessary to conduct the business of Atlas Entities as currently conducted.
(d) Except as set forth on Schedule 4.15(d), neither Resource America nor any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries) have any equipment or property located on or within the Atlas Owned Property, the Atlas Leased Property or the Atlas Easements nor any claim to an interest in such property.
(e) Except as set forth on Schedule 4.15(e), neither the MLP, the OLP or any of the Subsidiaries have any equipment or property located on or within the real property, easements or leased property owned or controlled by Resource America or any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries).
(f) Set forth on Schedule 4.15(f) is a list of all Atlas Owned Property and Atlas Leased Property acquired by the Atlas Entities since the IPO Date. Except as set forth on Schedule 4.15(f), since the IPO Date, none of the Atlas Entities have acquired any real property or interests in real property, and none of Resource America or any Resource America Entity owns or has interest in or to any real or personal property or assets used by the Atlas Entities in the Ordinary Course of Business of the Atlas Entities.
Appears in 1 contract
Samples: Merger Agreement (Lukens Inc)
Title to Real Property. (a) The MLP, OLP or Neither the Subsidiaries have (or will have at Closing):
(i) good and marketable title in fee to all Company nor any Company Subsidiary owns any real property and or interests in real property, owned or purported to be owned in fee by . Section 4.10 of the MLP, the OLP or the Subsidiaries (individually, an "Atlas Owned Property"); Seller Disclosure Schedule sets forth a true and set forth on Schedule 4.15(a)(i) is a complete list of each Atlas Owned Property; and
(ii) good and marketable title to the leasehold estates in all real property and interests in real property purported to be leased by the MLPCompany and the Company Subsidiaries, the OLP or the Subsidiaries including without limitation all leased operating facilities (individually, an "Atlas a “Leased Property"”); . The Company or one or more of the Company Subsidiaries has good and set forth on Schedule 4.15(a)(ii) is valid title to the leasehold estates in all Leased Property (a list of each Atlas Leased Property being sometimes referred to herein, individually, as a “Company Property; and in the case of both clause (i) and (ii”), in each case free and clear of all mortgages, Liens, except:
leases, assignments, subleases, easements, covenants, rights of way and other similar restrictions of any nature whatsoever, except (1a) Liens such as are set forth on Schedule 4.15(a);
in Section 4.10 of the Seller Disclosure Schedule; (2b) leases, subleases and similar agreements set forth on Schedule 4.15(a);
in Section 4.12 of the Seller Disclosure Schedule; (3c) Atlas Permitted Liens;
; (4d) easements, covenants, rights-of-rights of way and other similar restrictions of record;
; (5e) any conditions that may be shown by a current, accurate survey or physical inspection of any Atlas Owned Property or Atlas Leased Company Property made prior to Closing; and
and (6f) (Ai) zoning, building and other similar restrictions, and (Bii) mortgages, Liens, easements, covenants, rights-of-rights of way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which any the Company or one or more of the Atlas Entities have Company Subsidiaries has easement rights or on any Atlas Leased Property, Company Property and (C) unrecorded easements, covenants, rights-of-way and other subordination or similar restrictionsagreements relating thereto, none of which items set forth in clauses clause (A), (B) and (Cd), individually or in the aggregate, is reasonably likely materially impair the continued use and operation of the property to have an Atlas Material Adverse Effect. Those items set forth which they relate in clauses (1)-(6) above are herein referred to as the "Atlas Permitted Encumbrances".
(iii) The Atlas Permitted Encumbrances do not materially interfere with or adversely impact upon the operations of the business of the Atlas Entities.
(b) With respect to easements, rights of way, licenses Company and land use permits used by the Atlas Entities (collectively, the "Atlas Easements"), the MLP, the OLP or the Subsidiaries, Company Subsidiaries as the case may be, have (i) title to or interest in the Atlas Easements free and clear of the claims of those claiming by, through, or under the MLP, the OLP or the Subsidiaries, as the case may be, and not otherwise, and (ii) indefeasible title to or interest in the Atlas Easements sufficient to enable the MLP, the OLP or the Subsidiaries, as the case may bepresently conducted. There are no pending or, to use and operate their assets and conduct their business in a reasonable and customary manner and without interference arising from defects in titlethe knowledge of Seller, except for the Atlas Permitted Encumbrances. Except as set forth on Schedule 4.15(b)threatened appropriation, all Atlas Easements originally held by Resource Americacondemnation, the Resource America Entities imminent domain or any of the MLP Affiliates of which title was not held by the MLP, the OLP or any of the Subsidiaries on the date of the MLP's initial public offering and in the prospectus for such offering that were described as to be conveyed like proceedings relating to the MLPLeased Properties. Since June 30, the OLP or the Subsidiaries, as applicable, have been so conveyed.
(c) Schedule 4.15(c)(i) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a compressor site (each, a "Compressor Property Interest"). Schedule 4.15(c)(ii) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a gas meter site (each, a "Meter Property Interest"). The Atlas Entities have (or will have at Closing) good and marketable title or leasehold interest in and to each Compressor Property Interest and Meter Property Interest. The Compressor Property Interests and Meter Property Interests constitute all of the compressor sites and meter sites, respectively, necessary to conduct the business of Atlas Entities as currently conducted.
(d) Except as set forth on Schedule 4.15(d), neither Resource America nor any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries) have any equipment or property located on or within the Atlas Owned Property, the Atlas Leased Property or the Atlas Easements nor any claim to an interest in such property.
(e) Except as set forth on Schedule 4.15(e), neither the MLP, the OLP or any of the Subsidiaries have any equipment or property located on or within the real property, easements or leased property owned or controlled by Resource America or any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries).
(f) Set forth on Schedule 4.15(f) is a list of all Atlas Owned Property and Atlas Leased Property acquired by the Atlas Entities since the IPO Date. Except as set forth on Schedule 4.15(f), since the IPO Date2011, none of the Atlas Entities have acquired Leased Properties has suffered any real property material damage by fire or interests other casualty that is not covered by insurance which has not heretofore been repaired and restored in real propertyall material respects, and none of Resource America except for damage that would not, individually or any Resource America Entity owns or has interest in or to any real or personal property or assets used by the Atlas Entities in the Ordinary Course of Business aggregate, materially impair the continued use and operation of the Atlas Entitiesproperty to which such damage relates in the business of the Company and the Company Subsidiaries as presently conducted.
Appears in 1 contract
Title to Real Property. (a) The MLP, OLP or the Subsidiaries have (or will have at Closing):
(i) good and marketable title in fee to all real property and interests in real property, owned or purported to be owned in fee by the MLP, the OLP or the Subsidiaries (individually, an "Atlas Owned Property"); and set Exhibit 4.1.12 sets forth on Schedule 4.15(a)(i) is a -------------- complete list of each Atlas Owned Property; and
(ii) good and marketable title to the leasehold estates in all real property and interests in real property purported owned in fee by Target that are used, held for use or intended to be leased by used primarily in, or necessary for the MLPconduct of, the OLP or the Subsidiaries current business (individually, an "Atlas Owned ----- Property"). Exhibit 4.1.12 sets forth a complete list of all real property and -------- -------------- interests in real property leased by Target that are used, held for use or intended to be used primarily in, or necessary for the conduct of, the current business of Target (individually, a "Leased Property"); and set forth on Schedule 4.15(a)(ii) is a list of each Atlas Leased Property; and in the case of both clause . Target has (i) good and --------------- insurable fee title to all Owned Property and (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "Company Property" and, ---------------- collectively, as "Company Properties"), in each case free and clear of all Liens------------------ mortgages, except:
(1) Liens as set forth on Schedule 4.15(a);
(2) liens, security interests, encumbrances, leases, subleases and similar agreements set forth on Schedule 4.15(a);
(3) Atlas Permitted Liens;
(4) assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (A) such as will be set forth in Exhibit 4.1.12, -------------- (B) leases, subleases and similar agreements that will be set forth in Exhibit ------- 4.1.12, (C) Permitted Liens, (D) easements, covenants, rights-of-way, ------ conditions, restrictions, reservations, licenses and other similar restrictions of record;, (E)
(5I) any conditions that may be shown by a current, accurate survey or physical inspection of any Atlas Owned Property or Atlas Leased Target Property made prior to Closing; andClosing and (II) all immaterial encroachments, overlaps, boundary line disputes and shortages in area and (F)
(6I) all land use (Aincluding environmental and wetlands) zoning, building and other similar restrictions, (BII) Liensmortgages, liens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any owner, developer, landlord landlord, sublandlord or other third party on property over which any of the Atlas Entities have Target has easement rights or on any Atlas Leased PropertyProperty and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-rights- of-way way, conditions, restrictions, reservations, licenses and other similar restrictions, none of which items set forth in clauses (AI), (BII) and (CIII), individually or in the aggregate, is reasonably likely materially impair the continued use and operation of the property to have an Atlas Material Adverse Effect. Those items set forth which they relate in clauses (1)-(6) above are herein referred to as the "Atlas Permitted Encumbrances".
(iii) The Atlas Permitted Encumbrances do not materially interfere with or adversely impact upon the operations of the business of the Atlas Entities.
(b) With respect to easements, rights of way, licenses and land Target as presently conducted. The current use permits used by the Atlas Entities (collectively, the "Atlas Easements"), the MLP, the OLP or the Subsidiaries, as the case may be, have (i) title to or interest in the Atlas Easements free and clear Target of the claims of those claiming by, through, or under the MLP, the OLP or the Subsidiaries, as the case may be, natural gas gathering and not otherwise, and (ii) indefeasible title to or interest in the Atlas Easements sufficient to enable the MLP, the OLP or the Subsidiaries, as the case may be, to use and operate their assets and conduct their business in a reasonable and customary manner and without interference arising from defects in title, except for the Atlas Permitted Encumbrances. Except as set forth on Schedule 4.15(b), all Atlas Easements originally held by Resource America, the Resource America Entities or any of the MLP Affiliates of which title was not held by the MLP, the OLP or any of the Subsidiaries on the date of the MLP's initial public offering and in the prospectus for such offering that were described as to be conveyed to the MLP, the OLP or the Subsidiaries, as applicable, have been so conveyed.
(c) Schedule 4.15(c)(i) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a compressor site processing facilities (each, a "Compressor Property InterestFacility" and collectively, the "Facilities"). Schedule 4.15(c)(ii) includes a list of each Atlas Owned , -------- ---------- offices and other facilities located on Target Property and Atlas Leased Property representing a real property interest does not violate any local zoning or similar land use or government regulations in a gas meter site (eachany manner that materially affects, a "Meter Property Interest"). The Atlas Entities have (or will have at Closing) good and marketable title or leasehold interest in and could reasonably be expected to each Compressor Property Interest and Meter Property Interest. The Compressor Property Interests and Meter Property Interests constitute all of the compressor sites and meter sites, respectively, necessary to conduct the business of Atlas Entities as currently conducted.
(d) Except as set forth on Schedule 4.15(d), neither Resource America nor any of the MLP Affiliates (other than the MLPmaterially affect, the OLP and the Subsidiaries) have use or operation of any equipment or property located on or within the Atlas Owned Property, the Atlas Leased Property or the Atlas Easements nor any claim to an interest in such propertyFacility.
(e) Except as set forth on Schedule 4.15(e), neither the MLP, the OLP or any of the Subsidiaries have any equipment or property located on or within the real property, easements or leased property owned or controlled by Resource America or any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries).
(f) Set forth on Schedule 4.15(f) is a list of all Atlas Owned Property and Atlas Leased Property acquired by the Atlas Entities since the IPO Date. Except as set forth on Schedule 4.15(f), since the IPO Date, none of the Atlas Entities have acquired any real property or interests in real property, and none of Resource America or any Resource America Entity owns or has interest in or to any real or personal property or assets used by the Atlas Entities in the Ordinary Course of Business of the Atlas Entities.
Appears in 1 contract
Title to Real Property. (aSchedule 3.1(y) The MLP, OLP or the Subsidiaries have (or will have at Closing):
(i) good and marketable title in fee to sets forth a complete list of ---------------------- all real property and interests in real property, owned or purported to be owned in fee by the MLP, Company and its subsidiaries other than any real property disposed of after the OLP or the Subsidiaries date of this Agreement in compliance with Section 4.1(a) (individually, an "Atlas Owned Property"); and set . Schedule 3.1(y) sets forth on Schedule 4.15(a)(i) is a complete list of each Atlas Owned Property; and
(ii) good and marketable title to the leasehold estates in all real property and interests in real property purported to be leased by the MLP, Company and its subsidiaries (other than any real property disposed of after the OLP or the Subsidiaries date of this Agreement in compliance with Section 4.1(a) (individually, an a "Atlas Leased Property"); ) and set forth on Schedule 4.15(a)(ii) is identifies any material leases relating thereto. The Company or a list of each Atlas Leased Property; and in the case of both clause subsidiary has (i) good and marketable fee title to all Owned Property insurable at regular rates and (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "Company Property" and, collectively, as "Company Properties"), in each case free and clear of all Liensmortgages, except:
liens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (1) Liens as set forth on Schedule 4.15(a);
(2A) leases, subleases and similar agreements set forth on in Schedule 4.15(a3.1(y);
, (3B) Atlas Permitted Liens;
, (4C) easements, covenants, rights-of-way and other similar restrictions of record;
, (5D) any conditions that may would be shown by a current, accurate survey or physical inspection of any Atlas Owned Property or Atlas Leased Company Property made prior to Closing; and
Closing and (6E) (AI) zoning, building and other similar restrictions, (BII) Liensmortgages, liens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Atlas Entities have subsidiary thereof has easement rights or on any Atlas Leased PropertyProperty and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-rights- of-way and other similar restrictions, none of which items set forth in clauses (AC), (BD) and (CE), individually or in the aggregate, is reasonably likely materially impair the value or the continued use and operation of the property to have an Atlas Material Adverse Effect. Those items set forth which they relate in clauses (1)-(6) above are herein referred to as the "Atlas Permitted Encumbrances".
(iii) The Atlas Permitted Encumbrances do not materially interfere with or adversely impact upon the operations of the business of the Atlas Entities.
(b) With respect to easements, rights of way, licenses Company and its subsidiaries as presently conducted. No local zoning or similar land use permits used or government regulations materially impairs the current use by the Atlas Entities (collectively, the "Atlas Easements"), the MLP, the OLP or the Subsidiaries, as the case may be, have (i) title to or interest in the Atlas Easements free Company and clear its subsidiaries of the claims of those claiming byplants, through, or under the MLP, the OLP or the Subsidiaries, as the case may be, offices and not otherwise, and (ii) indefeasible title to or interest in the Atlas Easements sufficient to enable the MLP, the OLP or the Subsidiaries, as the case may be, to use and operate their assets and conduct their business in a reasonable and customary manner and without interference arising from defects in title, except for the Atlas Permitted Encumbrances. Except as set forth on Schedule 4.15(b), all Atlas Easements originally held by Resource America, the Resource America Entities or any of the MLP Affiliates of which title was not held by the MLP, the OLP or any of the Subsidiaries on the date of the MLP's initial public offering and in the prospectus for such offering that were described as to be conveyed to the MLP, the OLP or the Subsidiaries, as applicable, have been so conveyed.
(c) Schedule 4.15(c)(i) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a compressor site (each, a "Compressor Property Interest"). Schedule 4.15(c)(ii) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a gas meter site (each, a "Meter Property Interest"). The Atlas Entities have (or will have at Closing) good and marketable title or leasehold interest in and to each Compressor Property Interest and Meter Property Interest. The Compressor Property Interests and Meter Property Interests constitute all of the compressor sites and meter sites, respectively, necessary to conduct the business of Atlas Entities as currently conducted.
(d) Except as set forth on Schedule 4.15(d), neither Resource America nor any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries) have any equipment or property facilities located on or within the Atlas Owned Company Property, the Atlas Leased Property or the Atlas Easements nor any claim to an interest in such property.
(e) Except as set forth on Schedule 4.15(e), neither the MLP, the OLP or any of the Subsidiaries have any equipment or property located on or within the real property, easements or leased property owned or controlled by Resource America or any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries).
(f) Set forth on Schedule 4.15(f) is a list of all Atlas Owned Property and Atlas Leased Property acquired by the Atlas Entities since the IPO Date. Except as set forth on Schedule 4.15(f), since the IPO Date, none of the Atlas Entities have acquired any real property or interests in real property, and none of Resource America or any Resource America Entity owns or has interest in or to any real or personal property or assets used by the Atlas Entities in the Ordinary Course of Business of the Atlas Entities.
Appears in 1 contract
Title to Real Property. Schedule 6.11 sets forth a complete ---------------------- list of all Real Property and interests in Real Property used or held for use in the operation of the businesses of Buyer and its Subsidiaries and owned in fee by Buyer or any of its Subsidiaries (aindividually, a "Buyer Owned Property") The MLPand -------------------- identifies any material reciprocal easement or operating agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of Buyer attached hereto) relating thereto. Schedule 6.11 sets forth a complete list of all Real Property and interests in Real Property used, OLP or held for use in the operation of the businesses of Buyer and its Subsidiaries leased by Buyer or any of its Subsidiaries (individually, a "Buyer ----- Leased Property") and identifies any material leases and reciprocal easement or --------------- operating agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of Buyer attached hereto) relating thereto. Buyer and its Subsidiaries have (or will have at Closing):
(i) good and marketable insurable fee title in fee to all real property Buyer Owned Property and interests in real property, owned or purported to be owned in fee by the MLP, the OLP or the Subsidiaries (individually, an "Atlas Owned Property"); and set forth on Schedule 4.15(a)(i) is a list of each Atlas Owned Property; and
(ii) assuming good and marketable adequate title in each lessor of a leasehold estate, good and valid title to the leasehold estates in all real property and interests in real property purported Buyer Leased Property (a Buyer Owned Property or Buyer Leased Property being sometimes referred to be leased by the MLPherein, the OLP or the Subsidiaries (individually, an as a "Atlas Leased Buyer Property" and, -------------- collectively, as "Buyer Properties"); and set forth on Schedule 4.15(a)(ii) is a list of , in each Atlas Leased Property; and in the case of both clause (i) and (ii), free and clear of all LiensLiens ---------------- and other similar restrictions of any nature whatsoever, except:
except (1A) Liens such as are set forth on Schedule 4.15(a);
6.11, (2B) leases, subleases and similar agreements set forth on Schedule 4.15(a);
6.16, (3C) Atlas Buyer Permitted Liens;
, (4D) easements, covenants, rights-of-way and other similar restrictions of record;
, (5E) any conditions that may be shown by a current, accurate survey or readily determined by a physical inspection of any Atlas Owned Property or Atlas Leased Buyer Property made prior to Closing; and
Closing and (6F) (AI) zoning, building and other similar restrictions, (BII) Liens, easements, covenants, rights-of-way Liens and other similar restrictions that have been placed by any developer, landlord or other third party on property over which any of the Atlas Entities Buyer Parties have easement rights or on any Atlas Buyer Leased PropertyProperty and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses (AI), (BII) and (CIII), individually or in the aggregate, is reasonably likely to have an Atlas Material Adverse Effect. Those items set forth in clauses (1)-(6) above are herein referred to as materially impair the "Atlas Permitted Encumbrances".
(iii) The Atlas Permitted Encumbrances do not materially interfere with or adversely impact upon the operations continued use and operation of the business of the Atlas Entities.
(b) With respect property to easements, rights of way, licenses and land use permits used by the Atlas Entities (collectively, the "Atlas Easements"), the MLP, the OLP or the Subsidiarieswhich they relate, as the case may be, have (i) title to or interest in the Atlas Easements free and clear of the claims of those claiming by, through, or under the MLP, the OLP or the Subsidiaries, as the case may be, and not otherwise, and (ii) indefeasible title to or interest in the Atlas Easements sufficient to enable the MLP, the OLP or the Subsidiaries, as the case may be, to use and operate their assets and conduct their business in a reasonable and customary manner and without interference arising from defects in title, except for the Atlas Permitted Encumbrancespresently conducted. Except as set forth on Schedule 4.15(b)6.17, all Atlas Easements originally held by Resource Americato the knowledge of Buyer, the Resource America Entities or any current use by Buyer and its Subsidiaries of the MLP Affiliates plants, offices and other facilities located on Buyer Property does not violate any local zoning or similar land use or government regulations in any material respect. No condemnation of which title was not held by the MLP, the OLP or any material portion of the Buyer Properties has occurred; and Buyer and its Subsidiaries on the date have not received any notice related to any future or proposed condemnation of any material portion of the MLP's initial public offering and in the prospectus for such offering that were described as to be conveyed to the MLP, the OLP or the Subsidiaries, as applicable, have been so conveyedBuyer Properties.
(c) Schedule 4.15(c)(i) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a compressor site (each, a "Compressor Property Interest"). Schedule 4.15(c)(ii) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a gas meter site (each, a "Meter Property Interest"). The Atlas Entities have (or will have at Closing) good and marketable title or leasehold interest in and to each Compressor Property Interest and Meter Property Interest. The Compressor Property Interests and Meter Property Interests constitute all of the compressor sites and meter sites, respectively, necessary to conduct the business of Atlas Entities as currently conducted.
(d) Except as set forth on Schedule 4.15(d), neither Resource America nor any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries) have any equipment or property located on or within the Atlas Owned Property, the Atlas Leased Property or the Atlas Easements nor any claim to an interest in such property.
(e) Except as set forth on Schedule 4.15(e), neither the MLP, the OLP or any of the Subsidiaries have any equipment or property located on or within the real property, easements or leased property owned or controlled by Resource America or any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries).
(f) Set forth on Schedule 4.15(f) is a list of all Atlas Owned Property and Atlas Leased Property acquired by the Atlas Entities since the IPO Date. Except as set forth on Schedule 4.15(f), since the IPO Date, none of the Atlas Entities have acquired any real property or interests in real property, and none of Resource America or any Resource America Entity owns or has interest in or to any real or personal property or assets used by the Atlas Entities in the Ordinary Course of Business of the Atlas Entities.
Appears in 1 contract
Samples: Asset Purchase and Merger Agreement (Crown Castle International Corp)
Title to Real Property. (a) The MLP, OLP or Section 4.10(a)(i) of the Subsidiaries have (or will have at Closing):
(i) good and marketable title in fee to all real property and interests in real property, owned or purported to be owned in fee by the MLP, the OLP or the Subsidiaries (individually, an "Atlas Owned Property"); and set Seller Disclosure Schedule sets forth on Schedule 4.15(a)(i) is a list of each Atlas Owned Property; and
(ii) good and marketable title to the leasehold estates in all real property and interests in real property purported to be leased owned in fee by the MLPClairol Entities, Seller and the OLP or Seller Entities (in the Subsidiaries case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) (individually, an "Atlas Leased PropertyOWNED PROPERTY"); and set . Section 4.10(a)(ii) of the Seller Disclosure Schedule sets forth on Schedule 4.15(a)(ii) is a complete list of each Atlas Leased Property; all real property and interests in real property leased by the Clairol Entities, Seller and the Seller Entities (in the case of both clause Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) (i) individually, a "LEASED PROPERTY"). The Clairol Entities, Seller and the Seller Entities, as applicable, have good and insurable fee title to all Owned Property and have good and valid title to the leasehold estates in all Leased Property (iian Owned Property or Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTY"), in each case free and clear of all mortgages, Liens, except:
leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (1) Liens such as are set forth on Schedule 4.15(a);
in Section 4.10 of the Seller Disclosure Schedule; (2) leases, subleases and similar agreements set forth on Schedule 4.15(a);
in Section 4.12 of the Seller Disclosure Schedule; (3) Atlas Permitted Liens;
; (4) easements, covenants, rights-of-way and other similar restrictions of record;
; (5) any conditions that may be shown by a current, accurate survey or physical inspection of any Atlas Owned Property or Atlas Leased Property made prior to Closing; and
(6) (A) zoning, building and other similar restrictions, (B) mortgages, Liens, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which any of the Atlas Entities Clairol Entities, Seller or the Asset Selling Entities, as applicable, have easement rights or on any Atlas Leased PropertyCompany Property and subordination or similar agreements relating thereto, and (C) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses clause (A), (B) and (C5), individually or in the aggregate, is reasonably likely to have an Atlas Material Adverse Effect. Those items set forth in clauses (1)-(6) above are herein referred to as materially impairs the "Atlas Permitted Encumbrances".
(iii) The Atlas Permitted Encumbrances do not materially interfere with or adversely impact upon the operations continued use and operation of the business of the Atlas Entities.
(b) With respect property to easements, rights of way, licenses and land use permits used by the Atlas Entities (collectively, the "Atlas Easements"), the MLP, the OLP or the Subsidiaries, as the case may be, have (i) title to or interest which they relate in the Atlas Easements free and clear of the claims of those claiming by, through, or under the MLP, the OLP or the Subsidiaries, as the case may be, and not otherwise, and (ii) indefeasible title to or interest in the Atlas Easements sufficient to enable the MLP, the OLP or the Subsidiaries, as the case may be, to use and operate their assets and conduct their business in a reasonable and customary manner and without interference arising from defects in title, except for the Atlas Permitted Encumbrances. Except as set forth on Schedule 4.15(b), all Atlas Easements originally held by Resource America, the Resource America Entities or any of the MLP Affiliates of which title was not held by the MLP, the OLP or any of the Subsidiaries on the date of the MLP's initial public offering and in the prospectus for such offering that were described as to be conveyed to the MLP, the OLP or the Subsidiaries, as applicable, have been so conveyedAcquired Business.
(c) Schedule 4.15(c)(i) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a compressor site (each, a "Compressor Property Interest"). Schedule 4.15(c)(ii) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a gas meter site (each, a "Meter Property Interest"). The Atlas Entities have (or will have at Closing) good and marketable title or leasehold interest in and to each Compressor Property Interest and Meter Property Interest. The Compressor Property Interests and Meter Property Interests constitute all of the compressor sites and meter sites, respectively, necessary to conduct the business of Atlas Entities as currently conducted.
(d) Except as set forth on Schedule 4.15(d), neither Resource America nor any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries) have any equipment or property located on or within the Atlas Owned Property, the Atlas Leased Property or the Atlas Easements nor any claim to an interest in such property.
(e) Except as set forth on Schedule 4.15(e), neither the MLP, the OLP or any of the Subsidiaries have any equipment or property located on or within the real property, easements or leased property owned or controlled by Resource America or any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries).
(f) Set forth on Schedule 4.15(f) is a list of all Atlas Owned Property and Atlas Leased Property acquired by the Atlas Entities since the IPO Date. Except as set forth on Schedule 4.15(f), since the IPO Date, none of the Atlas Entities have acquired any real property or interests in real property, and none of Resource America or any Resource America Entity owns or has interest in or to any real or personal property or assets used by the Atlas Entities in the Ordinary Course of Business of the Atlas Entities.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Bristol Myers Squibb Co)
Title to Real Property. (a) The MLP, OLP or Section 4.10(a)(i) of the Subsidiaries have (or will have at Closing):
(i) good and marketable title in fee to all real property and interests in real property, owned or purported to be owned in fee by the MLP, the OLP or the Subsidiaries (individually, an "Atlas Owned Property"); and set Seller Disclosure Schedule sets forth on Schedule 4.15(a)(i) is a list of each Atlas Owned Property; and
(ii) good and marketable title to the leasehold estates in all real property and interests in real property purported to be leased owned in fee by the MLPClairol Entities, Seller and the OLP or Seller Entities (in the Subsidiaries case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) (individually, an "Atlas Leased PropertyOWNED PROPERTY"); and set . Section 4.10(a)(ii) of the Seller Disclosure Schedule sets forth on Schedule 4.15(a)(ii) is a complete list of each Atlas Leased Property; all real property and interests in real property leased by the Clairol Entities, Seller and the Seller Entities (in the case of both clause Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) (i) individually, a "LEASED PROPERTY"). The Clairol Entities, Seller and the Seller Entities, as applicable, have good and insurable fee title to all Owned Property and have good and valid title to the leasehold estates in all Leased Property (iian Owned Property or Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTY"), in each case free and clear of all mortgages, Liens, except:
leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (1) Liens such as are set forth on Schedule 4.15(a);
in Section 4.10 of the Seller Disclosure Schedule; (2) leases, subleases and similar agreements set forth on Schedule 4.15(a);
in Section 4.12 of the Seller Disclosure Schedule; (3) Atlas Permitted Liens;
; (4) easements, covenants, rights-of-way and other similar restrictions of record;
; (5) any conditions that may be shown by a current, accurate survey or physical inspection of any Atlas Owned Property or Atlas Leased Property made prior to Closing; and
(6) (A) zoning, building and other similar restrictions, (B) mortgages, Liens, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which any of the Atlas Entities Clairol Entities, Seller or the Asset Selling Entities, as applicable, have easement rights or on any Atlas Leased PropertyCompany Property and subordination or similar agreements relating thereto, and (C) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses clause (A), (B) and (C5), individually or in the aggregate, is reasonably likely to have an Atlas Material Adverse Effect. Those items set forth in clauses (1)-(6) above are herein referred to as materially impairs the "Atlas Permitted Encumbrances".
(iii) The Atlas Permitted Encumbrances do not materially interfere with or adversely impact upon the operations continued use and operation of the business of property to which they relate in the Atlas EntitiesAcquired Business.
(b) With respect to easements, rights of way, licenses and land use permits used by the Atlas Entities (collectively, the "Atlas Easements"), the MLP, the OLP or the Subsidiaries, as the case may be, have (iSection 4.10(b) title to or interest in the Atlas Easements free and clear of the claims of those claiming by, through, or under the MLP, the OLP or the Subsidiaries, as the case may be, and not otherwise, and (ii) indefeasible title to or interest in the Atlas Easements sufficient to enable the MLP, the OLP or the Subsidiaries, as the case may be, to use and operate their assets and conduct their business in a reasonable and customary manner and without interference arising from defects in title, except for the Atlas Permitted Encumbrances. Except as set Seller Disclosure Schedule sets forth on Schedule 4.15(b), all Atlas Easements originally held by Resource America, the Resource America Entities or any of the MLP Affiliates of which title was not held by the MLP, the OLP or any of the Subsidiaries on the date of the MLP's initial public offering and in the prospectus for such offering that were described as to be conveyed to the MLP, the OLP or the Subsidiaries, as applicable, have been so conveyed.
(c) Schedule 4.15(c)(i) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a compressor site (each, a "Compressor Property Interest"). Schedule 4.15(c)(ii) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a gas meter site (each, a "Meter Property Interest"). The Atlas Entities have (or will have at Closing) good and marketable title or leasehold interest in and to each Compressor Property Interest and Meter Property Interest. The Compressor Property Interests and Meter Property Interests constitute all of the compressor sites and meter sites, respectively, necessary to conduct the business of Atlas Entities as currently conducted.
(d) Except as set forth on Schedule 4.15(d), neither Resource America nor any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries) have any equipment or property located on or within the Atlas Owned Property, the Atlas Leased Property or the Atlas Easements nor any claim to an interest in such property.
(e) Except as set forth on Schedule 4.15(e), neither the MLP, the OLP or any of the Subsidiaries have any equipment or property located on or within the real property, easements or leased property owned or controlled by Resource America or any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries).
(f) Set forth on Schedule 4.15(f) is a list of all Atlas Owned Property and Atlas Leased Property acquired material real property premises occupied by the Atlas Entities since the IPO Date. Except as set forth on Schedule 4.15(f), since the IPO Date, none of the Atlas Entities have acquired Acquired Business other than any real property or interests in real property, and none of Resource America or any Resource America Entity owns or has interest in or to any real or personal property or assets used by the Atlas Entities in the Ordinary Course of Business of the Atlas EntitiesCompany Property.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Procter & Gamble Co)
Title to Real Property. (a) The MLP, OLP or the Subsidiaries have (or will have at Closing):
(i) good Seller owns no Real Property. Schedule 3.11 sets forth a complete list and marketable title in fee to description of all real property and interests in real property, owned Real Property used or purported to be owned held for use in fee the Business leased by the MLP, the OLP or the Subsidiaries Seller (individually, an the "Atlas Owned PropertyLEASED PROPERTY"); ) and set forth identifies any material leases and reciprocal easement or operating agreements (other than such operating agreements not relating to Real Property identified on Schedule 4.15(a)(iother disclosure schedules of the Seller's attached hereto) is a list of each Atlas Owned Property; and
(ii) relating thereto. The Seller has, assuming good and marketable adequate title in each lessor of a leasehold estate, good and valid title to the leasehold estates in all real property and interests in real property purported the Leased Property (the Leased Property being sometimes referred to be leased by the MLPherein, the OLP or the Subsidiaries (individually, an as the "Atlas Leased PropertyPROPERTY" and, collectively, as "PROPERTIES"); and set forth on Schedule 4.15(a)(ii) is a list of , in each Atlas Leased Property; and in the case of both clause (i) and (ii), free and clear of all LiensLiens and other similar restrictions of any nature whatsoever, except:
except (1A) Liens such as are set forth on Schedule 4.15(a);
3.11, (2B) leases, subleases and similar agreements set forth on Schedule 4.15(a);
3.11, (3C) Atlas Permitted Liens;
, (4D) easements, covenants, rights-of-way and other similar restrictions of record;
, (5E) any conditions that may be shown readily determined by a current, accurate survey or physical inspection of any Atlas Owned Property or Atlas Leased of the Property made prior to Closing; and
Closing and (6F) (AI) zoning, building and other similar restrictions, (BII) Liens, easements, covenants, rights-of-way Liens and other similar restrictions that have been placed by any developer, landlord or other third party on property over which any of the Atlas Entities have Seller has easement rights or on any Atlas Leased PropertyProperty and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses (AI), (BII) and (CIII), individually or in the aggregate, is reasonably likely materially impair the continued use and operation of the property to have an Atlas Material Adverse Effectwhich they relate in the Business, as presently conducted. Those items set forth Except as disclosed on Schedule 3.11, to the knowledge of the Seller, the current use by Seller of the plants, offices and other facilities located on the Property does not violate any local zoning or similar land use or government regulations in clauses any material respect (1)-(6such Liens, encumbrances and imperfections of title described in clause (A), (B), (C), (D), (E) above and (F) are herein hereinafter referred to as the "Atlas Permitted Encumbrances".
(iii) The Atlas Permitted Encumbrances do not materially interfere with or adversely impact upon the operations of the business of the Atlas Entities.
(b) With respect to easements, rights of way, licenses and land use permits used by the Atlas Entities (collectively, the "Atlas Easements"), the MLP, the OLP or the Subsidiaries, as the case may be, have (i) title to or interest in the Atlas Easements free and clear of the claims of those claiming by, through, or under the MLP, the OLP or the Subsidiaries, as the case may be, and not otherwise, and (ii) indefeasible title to or interest in the Atlas Easements sufficient to enable the MLP, the OLP or the Subsidiaries, as the case may be, to use and operate their assets and conduct their business in a reasonable and customary manner and without interference arising from defects in title, except for the Atlas Permitted Encumbrances. Except as set forth on Schedule 4.15(b), all Atlas Easements originally held by Resource America, the Resource America Entities or any of the MLP Affiliates of which title was not held by the MLP, the OLP or any of the Subsidiaries on the date of the MLP's initial public offering and in the prospectus for such offering that were described as to be conveyed to the MLP, the OLP or the Subsidiaries, as applicable, have been so conveyed.
(c) Schedule 4.15(c)(i) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a compressor site (each, a "Compressor Property InterestPERMITTED REAL ESTATE LIENS"). Schedule 4.15(c)(ii) includes a list No condemnation of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a gas meter site (each, a "Meter Property Interest"). The Atlas Entities have (or will have at Closing) good and marketable title or leasehold interest in and to each Compressor Property Interest and Meter Property Interest. The Compressor Property Interests and Meter Property Interests constitute all any material portion of the compressor sites Properties has occurred; and meter sites, respectively, necessary Seller has not received any notice related to conduct the business any future or proposed condemnation of Atlas Entities as currently conducted.
(d) Except as set forth on Schedule 4.15(d), neither Resource America nor any material portion of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries) have any equipment or property located on or within the Atlas Owned Property, the Atlas Leased Property or the Atlas Easements nor any claim to an interest in such propertyProperties.
(e) Except as set forth on Schedule 4.15(e), neither the MLP, the OLP or any of the Subsidiaries have any equipment or property located on or within the real property, easements or leased property owned or controlled by Resource America or any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries).
(f) Set forth on Schedule 4.15(f) is a list of all Atlas Owned Property and Atlas Leased Property acquired by the Atlas Entities since the IPO Date. Except as set forth on Schedule 4.15(f), since the IPO Date, none of the Atlas Entities have acquired any real property or interests in real property, and none of Resource America or any Resource America Entity owns or has interest in or to any real or personal property or assets used by the Atlas Entities in the Ordinary Course of Business of the Atlas Entities.
Appears in 1 contract
Title to Real Property. (aSchedule 4(j) The MLP, OLP or the Subsidiaries have (or will have at Closing):
(i) good and marketable title in fee to all real property and interests in real property, owned or purported to be owned in fee by the MLP, the OLP or the Subsidiaries (individually, an "Atlas Owned Property"); and set forth on Schedule 4.15(a)(i) is a complete list of each Atlas Owned Property; and
(ii) good and marketable title to the leasehold estates in all real property and interests in real property purported owned in fee by the Company that are used, held for use or intended to be leased by used primarily in, or necessary for the MLPconduct of, the OLP or the Subsidiaries current Business (individually, an "Atlas Owned Property") and identifies any material reciprocal easement or operating agreements relating thereto. Schedule 4(j) will set forth a complete list of all real property and interests in real property leased by the Company that are used, held for use or intended to be used primarily in, or necessary for the conduct of, the current Business (individually, a "Leased Property"); ) and set forth on Schedule 4.15(a)(ii) is a list of each Atlas Leased Property; identifies any material base leases and in the case of both clause reciprocal easement or operating agreements relating thereto. The Company has (i) good and insurable fee title to all Owned Property and (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "Company Property" and, collectively, as "Company Properties"), in each case free and clear of all Liensmortgages, except:
(1) Liens as set forth on Schedule 4.15(a);
(2) liens, security interests, encumbrances, leases, subleases and similar agreements set forth on Schedule 4.15(a);
(3) Atlas Permitted Liens;
(4) assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (A) such as will be set forth in Schedule 4(j), (B) leases, subleases and similar agreements that will be set forth in Schedule 4(l), (C) Permitted Liens, (D) easements, covenants, rights-of-way, conditions, restrictions, reservations, licenses and other similar restrictions of record;, (E)
(5I) any conditions that may be shown by a current, accurate survey or physical inspection of any Atlas Owned Property or Atlas Leased Company Property made prior to Closing; andClosing and (II) all immaterial encroachments, overlaps, boundary line disputes and shortages in area and (F)
(6I) all land use (Aincluding environmental and wetlands) zoning, building and other similar restrictions, (BII) Liensmortgages, liens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any owner, developer, landlord landlord, sublandlord or other third party on property over which any of the Atlas Entities have Company has easement rights or on any Atlas Leased PropertyProperty and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-of-way way, conditions, restrictions, reservations, licenses and other similar restrictions, none of which items set forth in clauses (AI), (BII) and (CIII), individually or in the aggregate, is reasonably likely to have an Atlas Material Adverse Effect. Those items set forth in clauses (1)-(6) above are herein referred to as the "Atlas Permitted Encumbrances".
(iii) The Atlas Permitted Encumbrances do not materially interfere with or adversely impact upon the operations of the business of the Atlas Entities.
(b) With respect to easements, rights of way, licenses and land use permits used by the Atlas Entities (collectively, the "Atlas Easements"), the MLP, the OLP or the Subsidiaries, as the case may be, have (i) title to or interest in the Atlas Easements free and clear of the claims of those claiming by, through, or under the MLP, the OLP or the Subsidiaries, as the case may be, and not otherwise, and (ii) indefeasible title to or interest in the Atlas Easements sufficient to enable the MLP, the OLP or the Subsidiaries, as the case may be, to use and operate their assets and conduct their business in a reasonable and customary manner and without interference arising from defects in title, except for the Atlas Permitted Encumbrances. Except as set forth on Schedule 4.15(b), all Atlas Easements originally held by Resource America, the Resource America Entities or any of the MLP Affiliates of which title was not held by the MLP, the OLP or any of the Subsidiaries on the date of the MLP's initial public offering and in the prospectus for such offering that were described as to be conveyed to the MLP, the OLP or the Subsidiaries, as applicable, have been so conveyed.
(c) Schedule 4.15(c)(i) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a compressor site (each, a "Compressor Property Interest"). Schedule 4.15(c)(ii) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a gas meter site (each, a "Meter Property Interest"). The Atlas Entities have (or will have at Closing) good and marketable title or leasehold interest in and to each Compressor Property Interest and Meter Property Interest. The Compressor Property Interests and Meter Property Interests constitute all of the compressor sites and meter sites, respectively, necessary to conduct the business of Atlas Entities as currently conducted.
(d) Except as set forth on Schedule 4.15(d), neither Resource America nor any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries) have any equipment or property located on or within the Atlas Owned Property, the Atlas Leased Property or the Atlas Easements nor any claim to an interest in such property.
(e) Except as set forth on Schedule 4.15(e), neither the MLP, the OLP or any of the Subsidiaries have any equipment or property located on or within the real property, easements or leased property owned or controlled by Resource America or any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries).
(f) Set forth on Schedule 4.15(f) is a list of all Atlas Owned Property and Atlas Leased Property acquired by the Atlas Entities since the IPO Date. Except as set forth on Schedule 4.15(f), since the IPO Date, none of the Atlas Entities have acquired any real property or interests in real property, and none of Resource America or any Resource America Entity owns or has interest in or to any real or personal property or assets used by the Atlas Entities in the Ordinary Course of Business of the Atlas Entities.25 20
Appears in 1 contract
Samples: Stock Purchase Agreement (S a Louis Dreyfus Et Cie Et Al)
Title to Real Property. (aSchedule 3.01(x) The MLP, OLP or the Subsidiaries have (or will have at Closing):
(i) good and marketable title in fee to sets forth a complete list of all real property and interests in real property, owned or purported to be owned in fee by the MLP, Company and the OLP or the Subsidiaries subsidiaries (individually, an "Atlas Owned Property"); ) and set identifies any material reciprocal easement or operating agreements relating thereto. Schedule 3.01(x) sets forth on Schedule 4.15(a)(i) is a complete list of each Atlas Owned Property; and
(ii) good and marketable title to the leasehold estates in all real property and interests in real property purported to be leased by the MLP, Company and the OLP or the Subsidiaries subsidiaries (individually, an a "Atlas Leased Property"); ) and set forth on Schedule 4.15(a)(ii) is identifies any material base leases and reciprocal easement or operating agreements relating thereto. The Company or a list of each Atlas Leased Property; and in the case of both clause subsidiary has (i) good and marketable fee title to all Owned Property insurable at regular rates and (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "Company Property" and, collectively, as "Company Properties"), in each case free and clear of all Liensmortgages, except:
liens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (1) Liens as set forth on Schedule 4.15(a);
(2A) leases, subleases and similar agreements set forth on in Schedule 4.15(a3.02(x);
, (3B) Atlas Permitted Liens;
, (4C) easements, covenants, rights-of-way and other similar restrictions of record;
, (5D) any conditions that may be shown by a current, accurate survey or physical inspection of any Atlas Owned Property or Atlas Leased Company Property made prior to Closing; and
Closing and (6E) (AI) zoning, building and other similar restrictions, (BII) Liensmortgages, liens, security interests, encumbrances, easements, covenants, rights-rights- of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Atlas Entities have subsidiary has easement rights or on any Atlas Leased PropertyProperty and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-of-of- way and other similar restrictions, none of which items set forth in clauses (AC), (BD) and (CE), individually or in the aggregate, is reasonably likely materially impair the value or the continued use and operation of the property to have an Atlas Material Adverse Effect. Those items set forth which they relate in clauses (1)-(6) above are herein referred to as the "Atlas Permitted Encumbrances".
(iii) The Atlas Permitted Encumbrances do not materially interfere with or adversely impact upon the operations of the business of the Atlas Entities.
(b) With respect to easementsCompany and the subsidiaries as presently conducted. To the knowledge of the Company, rights the current use by the Company and the subsidiaries of waythe plants, licenses offices and other facilities located on Company Property does not violate any local zoning or similar land use permits used by the Atlas Entities (collectively, the "Atlas Easements"), the MLP, the OLP or the Subsidiaries, as the case may be, have (i) title to or interest government regulations in the Atlas Easements free and clear of the claims of those claiming by, through, or under the MLP, the OLP or the Subsidiaries, as the case may be, and not otherwise, and (ii) indefeasible title to or interest in the Atlas Easements sufficient to enable the MLP, the OLP or the Subsidiaries, as the case may be, to use and operate their assets and conduct their business in a reasonable and customary manner and without interference arising from defects in title, except for the Atlas Permitted Encumbrances. Except as set forth on Schedule 4.15(b), all Atlas Easements originally held by Resource America, the Resource America Entities or any of the MLP Affiliates of which title was not held by the MLP, the OLP or any of the Subsidiaries on the date of the MLP's initial public offering and in the prospectus for such offering that were described as to be conveyed to the MLP, the OLP or the Subsidiaries, as applicable, have been so conveyedmaterial respect.
(c) Schedule 4.15(c)(i) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a compressor site (each, a "Compressor Property Interest"). Schedule 4.15(c)(ii) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a gas meter site (each, a "Meter Property Interest"). The Atlas Entities have (or will have at Closing) good and marketable title or leasehold interest in and to each Compressor Property Interest and Meter Property Interest. The Compressor Property Interests and Meter Property Interests constitute all of the compressor sites and meter sites, respectively, necessary to conduct the business of Atlas Entities as currently conducted.
(d) Except as set forth on Schedule 4.15(d), neither Resource America nor any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries) have any equipment or property located on or within the Atlas Owned Property, the Atlas Leased Property or the Atlas Easements nor any claim to an interest in such property.
(e) Except as set forth on Schedule 4.15(e), neither the MLP, the OLP or any of the Subsidiaries have any equipment or property located on or within the real property, easements or leased property owned or controlled by Resource America or any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries).
(f) Set forth on Schedule 4.15(f) is a list of all Atlas Owned Property and Atlas Leased Property acquired by the Atlas Entities since the IPO Date. Except as set forth on Schedule 4.15(f), since the IPO Date, none of the Atlas Entities have acquired any real property or interests in real property, and none of Resource America or any Resource America Entity owns or has interest in or to any real or personal property or assets used by the Atlas Entities in the Ordinary Course of Business of the Atlas Entities.
Appears in 1 contract
Title to Real Property. Schedule 5.15 sets forth a complete list of ---------------------- all Real Property and interests in Real Property used or held for use in the Acquired Business owned in fee by the Crown Parties (aindividually, a "Crown ----- Owned Property") and identifies any material reciprocal easement or operating -------------- agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of the Crown Parties attached hereto) relating thereto. Schedule 5.15 sets forth a complete list of all Real Property and interests in Real Property used or held for use in the Acquired Business leased by the Crown Parties (individually, a "Crown Leased Property") and --------------------- identifies any material leases and reciprocal easement or operating agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of the Crown Parties attached hereto) relating thereto. The MLP, OLP or the Subsidiaries Crown Parties have (or will have at Closing):
(i) good and marketable insurable fee title in fee to all real property Crown Owned Property and interests in real property, owned or purported to be owned in fee by the MLP, the OLP or the Subsidiaries (individually, an "Atlas Owned Property"); and set forth on Schedule 4.15(a)(i) is a list of each Atlas Owned Property; and
(ii) assuming good and marketable adequate title in each lessor of a leasehold estate, good and valid title to the leasehold estates in all real property and interests in real property purported Crown Leased Property (a Crown Owned Property or Crown Leased Property being sometimes referred to be leased by the MLPherein, the OLP or the Subsidiaries (individually, an as a "Atlas Leased Crown Property" and, collectively, as -------------- "Crown Properties"); and set forth on Schedule 4.15(a)(ii) is a list of , in each Atlas Leased Property; and in the case of both clause (i) and (ii), free and clear of all LiensLiens and other similar ---------------- restrictions of any nature whatsoever, except:
except (1A) Liens such as are set forth on Schedule 4.15(a);
5.15, (2B) leases, subleases and similar agreements set forth on Schedule 4.15(a);
5.20, (3C) Atlas Crown Permitted Liens;
, (4D) easements, covenants, rights-of-of- way and other similar restrictions of record;
, (5E) any conditions that may be shown by a current, accurate survey or readily determined by a physical inspection of any Atlas Owned Property or Atlas Leased Crown Property made prior to Closing; and
Closing and (6F) (AI) zoning, building and other similar restrictions, (BII) Liens, easements, covenants, rights-of-way Liens and other similar restrictions that have been placed by any developer, landlord or other third party on property over which any of the Atlas Entities Crown Parties have easement rights or on any Atlas Leased PropertyProperty and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses (AI), (BII) and (CIII), individually or in the aggregate, is reasonably likely materially impair the continued use and operation of the property to have an Atlas Material Adverse Effectwhich they relate in the Crown Communications Business, as presently conducted. Those items set forth Except as disclosed on Schedule 5.18, to the knowledge of the Crown Parties, the current use by the Crown Parties of the plants, offices and other facilities located on Crown Property does not violate any local zoning or similar land use or government regulations in clauses any material respect (1)-(6Liens, encumbrances and imperfections of title described in clause (A), (B), (C), (D), (E) above and (F) are herein hereinafter referred to as the "Atlas Crown Permitted Encumbrances".
(iii) The Atlas Permitted Encumbrances do not materially interfere with or adversely impact upon the operations of the business of the Atlas Entities.
(b) With respect to easements, rights of way, licenses and land use permits used by the Atlas Entities (collectively, the "Atlas Easements"), the MLP, the OLP or the Subsidiaries, as the case may be, have (i) title to or interest in the Atlas Easements free and clear of the claims of those claiming by, through, or under the MLP, the OLP or the Subsidiaries, as the case may be, and not otherwise, and (ii) indefeasible title to or interest in the Atlas Easements sufficient to enable the MLP, the OLP or the Subsidiaries, as the case may be, to use and operate their assets and conduct their business in a reasonable and customary manner and without interference arising from defects in title, except for the Atlas Permitted Encumbrances. Except as set forth on Schedule 4.15(b), all Atlas Easements originally held by Resource America, the Resource America Entities or any of the MLP Affiliates of which title was not held by the MLP, the OLP or any of the Subsidiaries on the date of the MLP's initial public offering and in the prospectus for such offering that were described as to be conveyed to the MLP, the OLP or the Subsidiaries, as applicable, have been so conveyed.
(c) Schedule 4.15(c)(i) includes a list of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a compressor site (each, a "Compressor Property InterestReal -------------------- Estate Liens"). Schedule 4.15(c)(ii) includes a list No condemnation of each Atlas Owned Property and Atlas Leased Property representing a real property interest in a gas meter site (each, a "Meter Property Interest"). The Atlas Entities have (or will have at Closing) good and marketable title or leasehold interest in and to each Compressor Property Interest and Meter Property Interest. The Compressor Property Interests and Meter Property Interests constitute all any material portion of the compressor sites Crown Properties ------------ has occurred; and meter sites, respectively, necessary the Crown Parties have not received any notice related to conduct the business any future or proposed condemnation of Atlas Entities as currently conducted.
(d) Except as set forth on Schedule 4.15(d), neither Resource America nor any material portion of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries) have any equipment or property located on or within the Atlas Owned Property, the Atlas Leased Property or the Atlas Easements nor any claim to an interest in such propertyCrown Properties.
(e) Except as set forth on Schedule 4.15(e), neither the MLP, the OLP or any of the Subsidiaries have any equipment or property located on or within the real property, easements or leased property owned or controlled by Resource America or any of the MLP Affiliates (other than the MLP, the OLP and the Subsidiaries).
(f) Set forth on Schedule 4.15(f) is a list of all Atlas Owned Property and Atlas Leased Property acquired by the Atlas Entities since the IPO Date. Except as set forth on Schedule 4.15(f), since the IPO Date, none of the Atlas Entities have acquired any real property or interests in real property, and none of Resource America or any Resource America Entity owns or has interest in or to any real or personal property or assets used by the Atlas Entities in the Ordinary Course of Business of the Atlas Entities.
Appears in 1 contract
Samples: Asset Purchase and Merger Agreement (Crown Castle International Corp)
