Title to the Assets. (a) Corporation and its Subsidiaries have good title to all personal and movable properties owned by them, in each case, free and clear of any Lien other than (i) those described in Section 27(a) of the Corporation Disclosure Letter, (ii) those described in the Corporation Financial Statements, or (iii) Permitted Liens.
(b) Except as disclosed in Section 27(b) of the Corporation Disclosure Letter, to the knowledge of Corporation, there are not any material defects, failures or impairments in the title of Corporation’s or its Subsidiaries’ respective material assets other than any Permitted Liens. Neither Corporation, nor any of its Subsidiaries is a party to any Contract to sell, transfer or otherwise dispose of any material interest in Corporation’s or its Subsidiaries’ assets.
(c) Except as disclosed in Section 27(c) of the Corporation Disclosure Letter, to the knowledge of Corporation, none of Corporation or its Subsidiaries has, since its initial public offering, received any written notice that any of Corporation’s assets or the buildings and/or fixtures thereon, nor their use, operation or maintenance for the purpose of carrying on the business of Corporation and its Subsidiaries in the Ordinary Course violates any restrictive covenant binding upon Corporation or its Subsidiaries or any provision of any Law.
(d) Corporation and its Subsidiaries do not own any real property.
(e) Any real property and buildings held under lease by Corporation and its Subsidiaries (the “Leased Properties”) are held by them under valid, subsisting and enforceable and provide Corporation and its Subsidiaries the right to use all real property, including all fixtures and improvements situated thereon, and the right to use all equipment and personal property, tangible and intangible, in each case which is used in the operations of the business of such entity and which is necessary to conduct the business of such entity in the manner in which it is presently conducted.
(f) There is not, with respect to the Leased Properties, (i) any material default by Corporation or any of its Subsidiaries, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by Corporation or any of its Subsidiaries or (ii) to the knowledge of Corporation, any existing material default by any other party to any lease in respect of the Leased Properties, or any event of default or event which with notice or lapse of time, or both, would constitute...
Title to the Assets. Corporation owns (with good title) all of the properties and assets (whether real, personal or mixed and whether tangible or intangible) that it purports to own including all the properties and assets reflected as being owned by Corporation in the financial Books and Records. Corporation is the sole and unconditional owner of such assets free and clear of all Liens except as disclosed in Schedule 3.2(l).
Title to the Assets. The Purchased Assets are owned by the Vendor with a good and valid title, free and clear of any and all encumbrances.
Title to the Assets. IFT has good and marketable title to all of the Assets, free and clear of all security interests, liens, encumbrances, mortgages or charges of any nature whatsoever other than those liabilities set forth in the Financial Statements. Any security interests, liens, encumbrances, mortgages or charges on the Assets not set forth in IFT's Financial Statements shall be discharged in full on or before the Closing Date and evidenced by UCC Releases delivered by IFT on the Closing Date. The tangible personal property (other than inventory) of IFT is in good working order, normal wear and tear excepted.
Title to the Assets. Each of the Group Companies has good and valid title to, or enforceable leasehold interests in or valid rights under contract to use, all the properties and assets owned or used by such Group Company (personal, tangible and intangible), including, without limitation (a) all the properties and assets reflected in the Financial Statements, and (b) all the properties and assets purchased or otherwise contracted for by the Group Companies since December 31, 2009 (except for properties and assets reflected in the Financial Statements or acquired or otherwise contracted for since the date of the Financial Statements that have been sold or otherwise disposed of in the ordinary course of business), in each case free and clear of all Liens, except for Liens set forth on Schedule 4.10 of the Disclosure Schedule. The property, plant and equipment of the Group Companies, whether owned or otherwise contracted for, are in a state of good maintenance and repair and are adequate and suitable in all material respects for the purposes for which they are presently being used.
Title to the Assets. (a) Seller has at least Defensible Title to all of the Assets.
(b) Except as otherwise set forth in Schedule 4.24, to the knowledge of Seller and Shareholder, all wxxxx included in the Assets have been drilled and (if completed) completed, operated and produced in accordance with generally accepted oil and gas field practices and in compliance in all material respects with applicable oil and gas leases and applicable laws, rules and regulations (excluding Environmental Laws).
(c) Company owns at least the undivided working and net revenue interests in each of the wxxxx and leases as shown on Exhibit B attached hereto.
Title to the Assets. (i) Except in connection with the Arrangement, no Person has any right of first refusal, undertaking or commitment or any right or privilege capable of becoming such, to purchase any of the material assets owned by the Company and its Subsidiaries, or any part thereof or interest therein.
(ii) Except as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, no part of the Leased Properties has been taken, condemned or expropriated by any Governmental Entity nor has any written notice or proceeding in respect thereof been given or commenced nor, to the knowledge of the Company, does any Person have any intent or proposal to give such notice or commence any such proceedings.
Title to the Assets. Each Seller (other than the Seller Tenants) is the fee owner of the Land and Improvements associated with the Property associated with such Seller as set forth on Exhibit A.
Title to the Assets. Each of Seller and TOPIII has good and marketable title to all of the Assets consisting of personal property it respectively owns and each has the full right to sell, convey, transfer and assign such Assets to Purchaser. Collectively, Seller and TOPIII own all of such Assets. Such Assets are free and clear of all Liens, other than Permitted Liens. To Seller’s and TOPIII’s Knowledge, Seller has good and indefeasible title to all of the Assets consisting of Owned Property and has the full right to sell, convey, transfer and assign such Assets to Purchaser. To Seller’s and TOPIII’s Knowledge, such Assets are free and clear of all Liens, other than Permitted Liens.
Title to the Assets. Seller has good and marketable title to all of the Assets, and at Closing all such Assets will be free and clear of all liens, encumbrances, security interests, equities or restrictions whatsoever, direct or indirect, accrued, absolute, contingent or otherwise and, by virtue of the grant, conveyance, sale, transfer, and assignment of the Assets hereunder, Buyer shall receive good and marketable title to the Assets, free and clear of all liens, lease payments (including lease-end buy-out payments), encumbrances, security interests, equities or restrictions whatsoever. The Assets include all of the permits, licenses, franchises, consents and other approvals necessary or desirable to conduct the Business.
