Ownership of Properties Except as set forth on Schedule 2, on the date of this Agreement, the Borrower and its Subsidiaries will have good title, free of all Liens other than those permitted by Section 6.15, to all of the Property and assets reflected in the Borrower's most recent consolidated financial statements provided to the Agent as owned by the Borrower and its Subsidiaries.
Operation of Properties The Borrower will and will cause each Subsidiary to operate its Properties or cause such Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.
Sale of Properties The Borrower will not, and will not permit any of the Guarantors to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales or other dispositions (excluding Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period.
Ownership of Properties; Liens Each Loan Party owns good and, in the case of real property, marketable title to all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all Liens, charges and claims (including infringement claims with respect to patents, trademarks, service marks, copyrights and the like) except as permitted by Section 11.2.
PARTICULARS OF PROPERTY DESCRIPTION OF PROPERTY : The subject property is A Three (3) Storey Shop / Office identified as POSTAL ADDRESS OF UNIT : ▇▇▇▇ ▇▇. ▇▇▇ ▇-▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Seri ▇▇▇▇▇▇, Taman Seri ▇▇▇▇▇▇, ▇▇▇▇▇ MUKIM / DISTRICT / STATE : ▇▇ / ▇▇▇▇▇ ▇▇▇▇ / ▇▇▇▇▇▇ PROVISIONAL LAND AREA : Approximately 65.59 square metres (706 square feet) TENURE : Freehold VENDOR / PROPRIETOR : JKP Sdn. Bhd. (Company No.: 350606-W) ENCUMBRANCE : Assigned to Maybank Islamic Berhad pursuant to the said Agreements and subject to all easements, leases, tenancies, occupiers, charges, caveats, previous sale and purchase, previous assignment, covenants, liabilities subsisting thereon or thereover. The property will be sold on an “as is where is” basis, subject to a reserve price of RM150,000.00 (Ringgit Malaysia One Hundred Fifty Thousand) only, subject to the Conditions of Sale and by way of an assignment from the above Assignee/Bank subject to consent being obtained by the successful bidder (“the Purchaser”) from the developer/proprietor and relevant authorities, if any, including all terms, conditions, stipulations and covenants which were and may be imposed by the relevant authority. All intending bidders are required to deposit 10% of the fixed reserve price by bank draft or cashier’s order only in favour of Maybank Islamic Berhad prior to the sale with the under mentioned Auctioneer. Settlement of the balance purchase price : The balance of the purchase price is to be settled within ninety (90) days from the date of auction sale by Bank Draft or Cashier’s Order drawn in favour of Maybank Islamic Berhad. For further particulars, please contact Messrs. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ & ▇▇▇ ▇▇▇▇▇▇ Solicitor for the Assignee/Bank herein whose address is at Advocates & ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ [Telephone No : ▇▇-▇▇▇ ▇▇▇▇ / Facsimile No. ▇▇-▇▇▇ ▇▇▇▇ / Reference : L/ARI/438/2020/NS (GHL)] or the under mentioned Auctioneer. Website: ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ FB Page: RAJ Auction House