Interest in Properties Sample Clauses
The 'Interest in Properties' clause defines the rights or claims a party holds in relation to specific real estate or assets covered by the agreement. It typically outlines whether a party has ownership, a leasehold, a security interest, or another form of legal or equitable interest in the property. For example, it may specify that a lender has a mortgage interest or that a tenant has a right to occupy certain premises. This clause is essential for clarifying the nature and extent of each party's stake in the property, thereby preventing disputes and ensuring all parties understand their legal position regarding the assets involved.
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Interest in Properties. (i) Except as set out in Section 3.1(t) of the Exeter Disclosure Letter, according to the applicable Laws each of the Company and its subsidiaries is the sole legal and beneficial owner, and has valid and sufficient right, ownership, title and interest, duly registered if applicable, free and clear of any title defect or Lien: (i) to its mining or any other kind of concessions, claims, Permits and all other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation for minerals on its Exeter Properties, all of which have been accurately and completely set out in Section 3.1(t) of the Exeter Disclosure Letter and, in each case, as are necessary to perform the operation of its business as presently owned and conducted; (ii) to its real property interests including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company or any of its subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, all of which have been identified completely and accurately in Section 3.1(t) of the Exeter Disclosure Letter, and, in each case, as are necessary to perform the operation of its business as presently owned and conducted; and (iii) to, or is entitled to the benefits of, all of its properties and assets of any nature whatsoever and to all benefits including all the properties (including, without limitation, the Material Property) and assets reflected in the balance sheet forming part of the Public Disclosure Record (collectively, the “Exeter Properties”), together with all additions thereto. The Exeter Properties are not subject to any Lien or defect in title of any kind except as is specifically identified in the balance sheets forming part of the Financial Statements and in the notes thereto. The Company and its subsidiaries are not aware of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applic...
Interest in Properties. Each of the Company, each Subsidiary and the Joint Venture has good and valid title to all of its properties and assets, free and clear of any material claims or encumbrances. All such properties and assets are located in Nunavut or, in the case of the Tootsie River property, the Yukon Territory.
Interest in Properties. (i) The Purchaser and the Purchaser Material Subsidiaries, taken together, are the sole legal and beneficial owner, and have valid and sufficient right, title and interest free and clear of any Lien (other than Permitted Liens) to the Purchaser Material Properties.
(ii) Subject to the paramount title of the United States in and to any unpatented mining claims or leases, and subject to the paramount title of the State of Wyoming and New Mexico, as applicable, in and to any leases with the State of Wyoming and New Mexico, respectively, the Purchaser and the Purchaser Material Subsidiaries, taken together, have valid and sufficient right, title, and interest free and clear of any Lien (other than Permitted Liens) to their existing concessions, claims, licences (from landowners and authorities permitting the use of land by the Purchaser or its Subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, easements and all other real property interests in respect of the Purchaser Material Properties, in each case as are necessary to perform the operation of its business as presently owned and conducted in all material respects.
(iii) All material federal unpatented mining claims in which the Purchaser and the Purchaser Material Subsidiaries have an interest or right in respect of the Purchaser Material Properties, have been validly located, staked, recorded, paid for, and maintained in accordance with all Laws in all material respects and are valid and subsisting in all material respects.
(iv) The Purchaser and the Purchaser Material Subsidiaries have all material surface rights and access rights relating to the Purchaser Material Properties. Each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in all material respects in the name of the Purchaser or the Purchaser Material Subsidiaries, as applicable, and free and clear of all material encumbrances and no third party or group holds any such rights that would be required by the Purchaser and the Purchaser Material Subsidiaries to so develop the Purchaser Material Properties.
Interest in Properties. (i) The Novamind Disclosure Letter sets forth a true, complete and correct list as of the date of this Agreement of all real property leased, subleased, licensed and/or otherwise used or occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangement (whether written or otherwise)) by Novamind or the Novamind Subsidiaries in connection with the operation of Novamind’s business or the business of the Novamind Subsidiaries as it is now being conducted (collectively, including the improvements thereon, the “Leased Real Property”).
(ii) There are no pending or, to the knowledge of Novamind, threatened proceedings to take all or any material portion of the Leased Real Property or any interest therein by eminent domain or any condemnation proceeding or any sale or disposition in lieu thereof.
(iii) No person has any right of first refusal, undertaking or commitment or any right or privilege capable of becoming such, to purchase any real property (or any material portion thereof or interest therein) or any of the material assets owned or, to the knowledge of Novamind or the Novamind Subsidiaries, leased or otherwise held, by Novamind or the Novamind Subsidiaries, or any part thereof or material interest therein.
(iv) There are no material disputes regarding boundaries, easements, covenants or other matters relating to any real property owned or, to the knowledge of Novamind or the Novamind Subsidiaries, leased by, Novamind or the Novamind Subsidiaries.
(v) All required material consents and approvals have been obtained in respect of the development of any real property owned and, to the knowledge of Novamind and the Novamind Subsidiaries, leased or licenced, by Novamind or the Novamind Subsidiaries, and any alteration, extension or other improvement thereof.
Interest in Properties. Except as disclosed in the Company Disclosure Letter:
(a) Neither the Company nor any Company Subsidiary owns, has any interest in, or is a party to or bound by or subject to any Contract or commitment, or any option to purchase, any real or immovable property.
(b) All of the existing leases, subleases, licenses or other agreements pursuant to 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 (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). Each such Lease is accurately disclosed in the Company Disclosure Letter. Other than the Leased Real Property set out in the Company Disclosure Letter, none of the Company and the Company Subsidiaries uses, leases or has any interest in any real property or any mineral interests or rights.
(c) With respect to the Leased Real Property, each Lease constitutes a legal, valid and binding obligation of the Company or a Company Subsidiary, as the case may be, enforceable against the Company or such Company Subsidiary, as the case may be, in accordance with its terms and is in full force and effect (subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity), and, to the knowledge of the Company, the Company or a Company Subsidiary has valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances (other than Company Permitted Encumbrances or any other Encumbrances arising by, through or under the Company or any Company Subsidiary).
(d) Except as disclosed in the Company Disclosure Letter, neither the Company nor any Company Subsidiary, as the case may be, is in breach of or default under any such Lease and no event has occurred which, without the giving of notice or lapse of time, or both, would constitute a breach of or default under any such Lease. To the knowledge of the Company, no counterparty to any such Lease is in default thereunder and there are no disputes with respect to any such Lease and neither the Company nor any Company Subsidiary has collaterally assigned or granted any other security interest in any such Lease or any interest therein, and there are no Encumbrances (other than Company Permitted Encumbrances) on the estate or interest created by any such Lease.
Interest in Properties. (i) Subject to the paramount title of the United States in and to any unpatented mining claims, and subject to the paramount title of the State of Wyoming, Arizona or Utah, as applicable, in and to any leases with the State of Wyoming, Arizona or Utah, respectively, each of the Company and its Subsidiaries, as applicable, holds the legal and beneficial interest, and has valid and sufficient right, title and interest free and clear of any Lien (other than Permitted Liens) in and to the following (collectively, the “Company Properties”): (A) its concessions, claims, leases and licences of any nature whatsoever and all other rights relating in any manner whatsoever to the interest in, or exploration, development, extraction, production, processing, and sale of or for minerals on or from the mineral properties (including, without limitation, the Company Material Property), all of which have been accurately identified in Schedule 3.1(w)(i) of the Company Disclosure Letter, and, in each case, as are necessary to perform the operations of the Company and each of its Subsidiaries’ businesses as presently owned and conducted; (B) its real property interests of any nature whatsoever including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company or any of its Subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, easements, unpatented mining claims, and all other real property interests all of which have been accurately identified in Schedule 3.1(w)(i) of the Company Disclosure Letter, and, in each case, as are necessary to perform the operations of its business as presently owned and conducted; and
Interest in Properties. Until exchanged for common shares in the outstanding capital of KRI, TIL and MAS are collectively entitled to a total 10% Carried Interest. TIL shall be entitled to a 2% Carried Interest and MAS shall be entitled to an 8% Carried Interest, respectively. For the purposes of this Agreement "Carried Interest" shall mean the stated percentage interest in whatever percentage property interest KRI has or ultimately does acquire through its option agreements with the concessionaires or owners of the Monterde Project. Provided however, KRI may deal with its interest in the Monterde Project in whatever manner it deems appropriate, including entering into any joint venture agreement with a third party, such that KRI's interest in the Monterde Project is reduced, and the Carried Interests of TIL and MAS will similarly be reduced pro rata. The foregoing notwithstanding, TIL and MAS shall have the right, upon ninety days prior notice to be given by KRI, to acquire any of the Monterde Project Properties, or such interest therein as KRI holds, which KRI intends to abandon.
Interest in Properties. The Company and its Subsidiaries have title to all of their properties and assets, free and clear of any material claims or encumbrances, and the Company’s properties and assets are sufficient for the conduct of the Company’s business as now carried on or as contemplated by the Company to be carried on.
Interest in Properties. (a) Although it does not warrant title, Arsenal has no reason to believe that it, or its subsidiaries, does not have title to, or an irrevocable right to produce and sell, the petroleum, natural gas and related hydrocarbons produced and sold by it or its subsidiaries, as applicable (for the purposes of this section, the foregoing are referred to as the "Arsenal Interests") and Arsenal represents and warrants that: (i) neither it nor any of its subsidiaries has received any written notices, and to the knowledge of Arsenal the lessee to whom notices are required to be sent has not received any notices, that any of the leases related to the Arsenal Interests are subject to any accrued drilling or off-set obligations that have not been satisfied or permanently waived; (ii) to the knowledge of Arsenal, none of the Arsenal Interests is subject to reduction or conversion to an interest of any other size or nature by reference to payout of any well or otherwise pursuant to any right or interest created by, through or under Arsenal, except related to bank financing or those arising in the ordinary course of business; and (iii) following the Effective Date, Arsenal or Amalco, as applicable, will be entitled to hold and enjoy the Arsenal Interests without any lawful interruption by any person claiming, by, through or under Arsenal or its applicable subsidiaries; except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have a Material Adverse Effect in respect of Arsenal.
(b) Arsenal is not aware of any defects, failures or impairments in its title to its or its subsidiaries' oil and natural gas properties, whether or not an action, suit, proceeding or inquiry is pending or threatened and whether or not discovered by any third party, which in aggregate could have a material adverse effect on: (i) the quantity and pre-tax present worth values of the oil, natural gas or natural gas liquids reserves of Arsenal shown in the Arsenal Reserves Report; (ii) the current production of Arsenal; or (iii) the current cash flow of Arsenal.
(c) Neither Arsenal nor any of its subsidiaries has received notice of any default under any of the leases or other title and operating documents, or any other agreement or instrument, pertaining to their respective oil and natural gas assets or properties or to which Arsenal or any of its subsidiaries is, as applicable, a party or bound, except to the extent that such defaults wou...
Interest in Properties. Except as set out in Section 3.1(s) of the Company Disclosure Letter:
(i) Each of the Company and its subsidiaries is the sole legal and beneficial owner, and has valid and sufficient right, title and interest, free and clear of any title defect or Lien in all material respects: (A) to its leases, licences, and all other rights relating in any manner whatsoever to the interest in, or exploration for minerals on its material Company Properties, in each case, as are necessary to perform the operation of its business as presently owned and conducted; (B) to its real property interests including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company or any of its subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, easements and all other real property interests, in each case, as are necessary to perform the operation of its business as presently owned and conducted; and (C) to, or is entitled to the material benefits of, all of its material properties and assets of any nature whatsoever and to all benefits derived therefrom and mineral rights including all the Company Properties (including, without limitation, the Material Property) and assets reflected in the balance sheet forming part of the Company Public Disclosure Record, except as indicated in the notes thereto, and such properties and assets are not subject to any Lien or defect in title of any kind except as is specifically identified in the Annual Financial Statements and in the notes thereto.
(ii) All material mineral tenures and mining claims in which the Company or any of its subsidiaries has an interest or right, including the Company Properties, have been validly located, recorded and issued in accordance with applicable Laws in all material respects, are subject to the paramount title of the United States of America and the Provincial Crown, as applicable, and are valid and subsisting in all material respects. Each of the Company and its subsidiaries has all necessary material surface rights, access rights and other rights and interests relating to its mineral tenures and mining claims and any fixed assets or personal property of the Company or its subsidiaries situate thereon or relating thereto, granting the Company or its subsidiaries the right and ability to conduct its business as currently conducted as disclosed in the Company Public Disclosure Record, with only such exceptions as do...