Certain Real Property Interests Sample Clauses

The 'Certain Real Property Interests' clause defines and clarifies the specific rights, titles, or interests in real estate that are addressed or affected by the agreement. This clause typically outlines which parcels of land, easements, leases, or other property rights are included or excluded, and may describe their legal boundaries or conditions of use. By precisely identifying the relevant real property interests, the clause ensures both parties understand what is being transferred, used, or encumbered, thereby reducing the risk of disputes over property rights and ensuring legal clarity in the transaction.
Certain Real Property Interests. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have good and indefeasible title to all fee surface interests owned by the Company and its Subsidiaries, except as have been disposed of since September 30, 2023 in the ordinary course of business, free from Encumbrances and defects, except Permitted Encumbrances. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (i) each lease, sublease or license (excluding Oil and Gas Leases, each, subject to such exclusion, a “Lease”) under which the Company or any of its Subsidiaries leases, subleases or licenses any material real property is valid and in full force and effect (subject to Creditors’ Rights), free and clear of all Encumbrances other than Permitted Encumbrances and (ii) neither the Company nor any of its Subsidiaries, nor to the Company’s knowledge any other party to a Lease, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Lease, and neither the Company nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any Lease.
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Certain Real Property Interests. (a) Schedule 5.21(a) identifies each Owned Real Property held by any member of the Company Group. (b) Schedule 5.21(b) identifies each Leased Real Property held by any member of the Company Group, including a complete list of all leases for such Leased Real Property. Except as set forth on Schedule 5.21(b), (i) as of the Execution Date, no member of the Company Group has received any unresolved written notices alleging any material default or material breach under any lease with respect to Leased Real Property by any member of the Company Group or any of their Affiliates, or, to Company’s Knowledge, their predecessors in interest, (ii) as of the Execution Date, no member of the Company Group has received any unresolved written notice seeking to terminate any lease with respect to Leased Real Property. (c) Except as set forth on Schedule 5.21(c), (i) as of the Execution Date, no member of the Company Group has received any unresolved written notices alleging any material default or material breach under any Surface Rights and Rights of Way by any member of the Company Group or any of their Affiliates, or, to Company’s Knowledge, their predecessors in interest, (ii) as of the Execution Date, no member of the Company Group has received any unresolved written notice seeking to terminate any of the Surface Rights and Rights of Way except where such termination would not reasonably be expected to have a material and adverse impact on the operations of such member of the Company Group as currently conducted, (iii) none of the Surface Rights and Rights of Way contain express provisions that materially impede or restrict operations as currently conducted on the lands underlying the Leases, and (iv) the Surface Rights and Rights of Way (together with any easements, rights of way and other rights to use the surface estate under the Leases) constitute all of the rights that are necessary for (A) the continued operation of the ▇▇▇▇▇ as currently operated as of the Execution Date in all material respects and (B) the development of the ▇▇▇▇▇ contemplated in the Ordinary Course Development Plan in all material respects.
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Certain Real Property Interests. (a) Schedule 5.21(a) identifies each Owned Real Property held by such Subject Company and/or its Subsidiaries (if any). Such Subject Company and/or its Subsidiaries has good title to all of its Owned Real Property. As used in this Section 5.21(a), “good title” means record title or interest that is free and clear of any Lien or defect in title (other than a Permitted Encumbrance) as is sufficient to enable the applicable Subject Company or its Subsidiary to own, operate and maintain such Owned Real Property and conduct the Business with respect thereto in all material respects in the ordinary course of business and consistent with past business practices, and in compliance with applicable Laws. (b) Schedule 5.21(b) identifies each Leased Real Property held by such Subject Company and/or its Subsidiaries (if any), including a complete list of all leases for such Leased Real Property, (i) all leases under which the applicable Subject Company and/or its Subsidiaries is the lessor or lessee of Leased Real Property are, in each case, enforceable against such Subject Company or any such Subsidiary and, to such Seller’s Knowledge, the counterparties thereto, in accordance with their respective terms, and (ii) there is not, under any of such leases, any existing default by the applicable such Subject Company or any such Subsidiary, to such Seller’s Knowledge, any counterparties thereto, or any event which, with notice or lapse of time or both, would reasonably be executed to become a default by such Subject Company or any such Subsidiary, or, to such Seller’s Knowledge, the counterparties thereto.
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Certain Real Property Interests. 1. The rights of way and easements of the HPL Companies in which is located the pipeline described in Section 2.1.1(a) of Schedule 3.10 of Sellers’ Disclosure Schedules. 2. The fee title interest of the HPL Companies in the land under which is located the B▇▇▇▇▇ storage reservoir described in Section 2.1.2 of Schedule 3.10 of Sellers’ Disclosure Schedules. 3. The rights of way and easements of the HPL Companies in which is located the pipeline described in Section 2.2.2 of Schedule 3.10 of Sellers’ Disclosure Schedules. 4. The rights of way and easements of the HPL Companies in which are located the pipelines described in Section 2.4 of Schedule 3.10 of Sellers’ Disclosure Schedules other than the 300 miles of “A/S Line.”
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Certain Real Property Interests. (a) Schedule 5.21(a) identifies each Owned Real Property held by such Subject Company and/or its Subsidiaries. (b) Schedule 5.21(b) identifies each Leased Real Property held by such Subject Company and/or its Subsidiaries, including a complete list of all leases for such Leased Real Property.
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Related to Certain Real Property Interests

  • Real Property Interests (a) The Owner has provided, or upon execution of this Agreement shall promptly provide to the Developer, documentation acceptable to TxDOT indicating any right, title or interest in real property claimed by the Owner with respect to the Owner Utilities in their existing location(s). Such claims are subject to TxDOT’s approval as part of its review of the Developer’s Utility Assembly as described in Paragraph 2. Claims approved by TxDOT as to rights or interests are referred to herein as “Existing Interests”. (b) If acquisition of any new easement or other interest in real property (“New Interest”) is necessary for the Adjustment of any Owner Utilities, then the Owner shall be responsible for undertaking such acquisition. The Owner shall implement each acquisition hereunder expeditiously so that related Adjustment construction can proceed in accordance with the Developer’s Project schedules. The Developer shall be responsible for its share (if any, as specified in Paragraph 6) of the actual and reasonable acquisition costs of any such New Interest (including without limitation the Owner’s reasonable overhead charges and reasonable legal costs as well as compensation paid to the landowner), excluding any costs attributable to Betterment as described in Paragraph 16(c), and subject to the provisions of Paragraph 16(e); provided, however, that all acquisition costs shall be subject to the Developer’s prior written approval. Eligible acquisition costs shall be segregated from other costs on the Owner's estimates and invoices. Any such New Interest shall have a written valuation and shall be acquired in accordance with applicable Law. (c) The Developer shall pay its share only for a replacement in kind of an Existing Interest (e.g., in width and type), unless a New Interest exceeding such standard (i) is required in order to accommodate the Project or by compliance with applicable law, or (ii) is called for by the Developer in the interest of overall Project economy. Any New Interest which is not the Developer’s cost responsibility pursuant to the preceding sentence shall be considered a Betterment to the extent that it upgrades the Existing Interest which it replaces, or in its entirety if the related Owner Utility was not installed pursuant to an Existing Interest. Betterment costs shall be solely the Owner’s responsibility. (d) For each Existing Interest located within the final Project right of way, upon completion of the related Adjustment work and its acceptance by the Owner, the Owner agrees to execute a quitclaim deed or other appropriate documentation relinquishing such Existing Interest to TxDOT, unless the affected Owner Utility is remaining in its original location or is being reinstalled in a new location within the area subject to such Existing Interest. All quitclaim deeds or other relinquishment documents shall be subject to TxDOT's approval as part of its review of the Utility Assembly as described in Paragraph 2. For each such Existing Interest relinquished by the Owner, the Developer shall do one of the following to compensate the Owner for such Existing Interest, as appropriate: (i) If the Owner acquires a New Interest for the affected Owner Utility, the Developer shall reimburse the Owner for the Developer’s share of the Owner’s actual and reasonable acquisition costs in accordance with Paragraph 16(b) and subject to Paragraph 16(c); or (ii) If the Owner does not acquire a New Interest for the affected Owner Utility, the Developer shall compensate the Owner for the Developer’s share of the fair market value of such relinquished Existing Interest, as mutually agreed between the Owner and the Developer and supported by a written valuation. The compensation, if any, provided to the Owner pursuant to either subparagraph (i) or subparagraph (ii) above shall constitute complete compensation to the Owner for the relinquished Existing Interest and any New Interest, and no further compensation shall be due to the Owner from the Developer or TxDOT on account of such Existing Interest or New Interest(s). (e) The Owner shall execute a Utility Joint Use Acknowledgment (TxDOT-U-80A) for each Adjustment where required pursuant to TxDOT policies. All Utility Joint Use Acknowledgments shall be subject to TxDOT approval as part of its review of the Utility Assembly as described in Paragraph 2.

  • Title; Real Property (a) Each of the Borrower and its Subsidiaries has good and marketable title to, or valid leasehold interests in, all Real Property and good title to all personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent Financial Statements delivered by the Borrower, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 8.2

  • Real Property (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

  • Owned Real Property The Company does not own any real property.

  • Leasehold Interests Each lease or agreement to which the Company is a party under which it is a lessee of any property, real or personal, is a valid and subsisting agreement without any default of the Company thereunder and, to the best of the Company's knowledge, without any default thereunder of any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by the Company under any such lease or agreement or, to the best of the Company's knowledge, by any other party thereto. The Company's possession of such property has not been disturbed and, to the best of the Company's knowledge, no claim has been asserted against the Company adverse to its rights in such leasehold interests.