Title Warranties. Borrower hereby warrants that (a) Borrower is the sole owner of the Property in fee simple; (b) Borrower has the right, full power and lawful authority to mortgage, grant, convey and assign the same to Lender in the manner and form set forth herein; and (c) this Mortgage is a valid and enforceable first lien on Borrower’s right, title and interest in the Property and every part thereof.
Title Warranties. (a) Producer represents and warrants to Marketer that Producer has title to and/or the right to sell and deliver all Producer’s Hydrocarbons delivered to Marketer hereunder, free and clear of all royalties, liens, encumbrances and all applicable federal, state and local Taxes, subject to the performance by the Manager of its obligations under the MSA.
(b) If Producer elects to repurchase Producer’s Hydrocarbons under Section 2.4, then Marketer shall represent and warrant to Producer that Marketer has title to and/or the right to sell and deliver all Producer’s Hydrocarbons delivered to Producer under Section 2.4, free and clear of all royalties, liens, encumbrances and all applicable federal, state and local Taxes.
Title Warranties. Nuance warrants that it has sufficient right, title and interest in the Programs to grant the licenses contemplated by this Agreement, and that the Equipment will be free and clear of all liens and encumbrances when and as delivered.
Title Warranties. The Vendor hereby represents and warrant to Stone as of the date of execution of this Agreement that:
(a) With respect to the Unpatented Mining Claims located by the Vendor described in Exhibit “A” and subject to the paramount title of the United States:
(i) the unpatented mining claims were properly laid out and monumented;
(ii) all required location and validation work was properly performed;
(iii) location notices and certificates were properly recorded and filed with appropriate governmental agencies;
(iv) all assessment work required to hold the unpatented mining claims has been performed and all governmental fees have been paid through the assessment year ending August 31, 2005;
(v) all affidavits of assessment work, evidence of payment of governmental fees, and other filings required to maintain the claims in good standing have been properly and timely recorded or filed with appropriate governmental agencies;
(vi) the claims are free and clear of encumbrances and liens created by or through the Vendor;
(vii) the Vendor have no knowledge of conflicting mining claims;
(viii) the Vendor are not aware of any claims by third parties to any interest in the Unpatented Mining Claims; and
(ix) the Vendor are unaware of any notices by any government agencies respecting title or environmental matters. Nothing in this Section, however, shall be deemed to be a representation or a warranty that any of the unpatented mining claims contains a valuable mineral deposit.
(b) Through and including the Effective Date, the Vendor have fully and faithfully performed and delivered each and every term, condition and covenant which they are required to perform and observe under the laws in order to maintain the Vendor’ interest thereunder;
(c) Excepting only the Land Holdings Costs, there is no cash payment or other consideration of any sort whatsoever which the Vendor are obligated to make or deliver to a third party in order to maintain their interest in the Properties;
(d) There is no existing mineral production royalty of any sort whatsoever which is payable with respect to the Properties or Products mined therefrom save and except for the Production Royalty;
(e) The Vendor have never transferred or encumbered any interest in the Properties;
(f) Except for this Agreement, the Vendor have no knowledge of any existing oral or written agreements of any kind (recorded or unrecorded) which does or could have any effect whatsoever with regard to title to the properties;
(g) As...
Title Warranties. Grantor binds itself and its successors to warrant and defend the title, as against all acts of Grantor herein and no other, subject to all matters of record and all matters that would be shown by a survey or inspection of the Property.
Title Warranties. BoxTone warrants that it has sufficient right, title and interest in the Software to grant the licenses contemplated by this Agreement.
Title Warranties. Seller hereby represents warrants and covenants as follows:
(a) Seller has full power and authority to enter into and perform this Agreement in accordance with its terms.
(b) Prior to Close of Escrow, Seller shall manage and maintain the Property in accordance with its established practices.
(c) Except as disclosed by Seller prior to execution hereof, there are no management, employment, service, or maintenance contracts or other similar agreements which will affect Buyer or the Property subsequent to the Close of Escrow.
(d) Seller has no actual knowledge of any claim, litigation, proceeding or governmental investigation pending against or relating to the Property, and Seller does not have any belief that there is basis for any such claim, litigation, other proceeding or governmental investigation.
(e) Seller has no actual knowledge of any notice of violation of any applicable zoning regulation or ordinance or other law, order, ordinance, rule regulation, code or requirement, or of any covenant, condition, or restriction affecting or relating to the construction, use or occupancy of the Property.
(f) Seller has no actual knowledge that the subject Property does not conform to all applicable zoning regulations and ordinances affecting or relating to the construction, use or occupancy of the Property.
(g) Seller has no actual knowledge of any encroachments onto the Property of improvements located on any adjoining property, or of any improvements located on the Property encroaching onto adjoining property.
(h) Seller has no actual knowledge of any intended public improvements which will result in any change being levied or assessed against, or in the creation of any lien upon the Property.
(i) Seller has no actual knowledge of any pending or contemplated condemnation of the Property, or any part thereof.
(j) To the extent of Seller’s actual knowledge, all utilities including, but not limited to, gas, electricity, water, sewage, and telephone are currently available to the Property. Seller makes no warranty or representation as to the future availability of such utility’s services.
(k) Seller has no actual knowledge of any fact or condition which will result in the termination of the present access to or from the Property and any existing highways and roads.
(l) Seller has no actual knowledge of any attachments, executions, or assignments for the benefit of creditors or voluntary or involuntary proceedings in bankruptcy pending against Seller.
(m) Seller has...
Title Warranties. Subject to the Permitted Encumbrances (as hereinafter defined), Mortgagor covenants with Mortgagee that: (i) Mortgagor is indefeasibly seized of the Property and Improvements in fee simple, has good and marketable title to the Mortgaged Property and has full power, lawful right and authority to convey the same in fee simple and to grant Mortgagee a perfected first lien security interest in the Mortgaged Property, and (ii) the Mortgaged Property is free and clear of all liens, encumbrances, restrictions, and security interests of any nature and except for those permitted encumbrances which Mortgagee has previously approved, as set out in Exhibit "A" attached hereto and incorporated herein by reference, which are referred to as "Permitted Encumbrances" in this Mortgage.
Title Warranties. Grantors warrant that the Grantors have good title to the Property; that the Grantors have the right to convey this Easement, and that the Property is free and clear of any encumbrances.
Title Warranties. Subject to the Permitted Encumbrances (as hereinafter defined), Borrower covenants with Bank that: (i) Borrower is indefeasibly seized of the Land and Improvements in fee simple, has good and marketable title to the Collateral and has full power, lawful right and authority to convey the same in fee simple and to grant Bank a perfected first lien security interest in the Collateral, and (ii) the Collateral is free and clear of all liens, encumbrances, restrictions, and security interests of any nature except for those permitted encumbrances which Bank has previously approved, as set out in Schedule B of the title insurance policy and endorsements insuring this Mortgage, which are referred to as "Permitted Encumbrances" in this Mortgage.
