Common use of Personal and Real Property Clause in Contracts

Personal and Real Property. (a) Schedule 5.8(a) sets forth a true and complete list of all Machinery with a fair market value as of the date of this Agreement equal to or exceeding $100,000. The Seller has (i) good title to the Machinery, free and clear of all Liens (other than Permitted Liens), and all Machinery is in working condition and good repair, normal wear and tear excepted, and (ii) a valid and enforceable leasehold interest under each Personal Property Lease. The Seller will transfer to K▇▇▇ at the Closing good and valid title to the Machinery and the Personal Property Leases, free and clear of all Liens (other than Permitted Liens). The Seller has delivered or otherwise made available to K▇▇▇ true and complete copies of the Personal Property Leases listed on Schedule 2.1(a)(ii), together with all amendments, modifications or supplements thereto. (b) The Seller has good fee title to the Owned Real Property included in the Assets, free and clear of all Liens (other than Permitted Liens and Permitted Exceptions). Other than in the ordinary course of business, there are no parties other than the Seller in possession of any part of the Owned Real Property and, other than in the ordinary course of business, there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of the Owned Real Property or any portion thereof. The Seller has not granted, nor, to the Knowledge of the Seller, are there any rights or options to acquire the Owned Real Property or any portion thereof or any interest therein by any Person. All material Improvements are in good operating condition and repair, reasonable wear and tear excepted. (c) Schedule 5.8(c) sets forth a complete list and the location of all Owned Real Property. To the Knowledge of the Seller, there are no material proceedings, claims, disputes or conditions affecting any Owned Real Property that may interfere with the use of such property as currently used. To the Knowledge of the Seller, none of the Owned Real Property nor any other Asset is subject to any Order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Seller, has any such condemnation, expropriation or taking been proposed. (d) Except as would not be reasonably likely to result in a Material Adverse Effect, the Seller has not received any notice of, or other writing referring to, any requirements or recommendations by any insurance company that has issued a policy covering any part of the Owned Real Property or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any part of the Owned Real Property, which repair or work has not been completed. (e) The Seller has obtained all materially appropriate licenses, easements and rights of way, including proofs of dedication, required to use and operate the Owned Real Property in the manner in which the Owned Real Property is currently being used and operated. The Seller has all material Permits (including any and all environmental permits) necessary to own or operate the Owned Real Property as currently owned and operated. (f) To the Knowledge of the Seller, neither the construction, operation nor maintenance of the Owned Real Property or the Improvements (i) contravenes any applicable zoning or building law or (ii) violates any restrictive covenant or applicable Law, the effect of which would materially interfere with or prevent the continued use of the Owned Real Property for the purposes for which it is now being used. (g) To the Knowledge of the Seller, there is no threatened stoppage or interruption of utility services serving the Owned Real Property. (h) To the Knowledge of the Seller, there is no Encumbrance affecting the Owned Real Property or any portion thereof, other than Permitted Liens or Permitted Exceptions.

Personal and Real Property. (a) Schedule 5.8(aSection 11.13(a) sets forth of the Side Letter contains a true and complete list of all Machinery with a fair market value real property (other than the Mining Rights, the Ancillary Rights and the Water Rights) owned by the SQM Party and the Business Subsidiaries relating to the Business as of the date of this Agreement equal to or exceeding $100,000heretofore developed. The Seller has (i) good title to SQM Party and the Machinery, Business Subsidiaries own such real property free and clear of all any Liens (other than the Permitted Liens), and all Machinery is in working condition and good repair, normal wear and tear excepted, and (ii) a valid and enforceable leasehold interest under each Personal Property Lease. The Seller will transfer to K▇▇▇ at the Closing good and valid title to the Machinery and the Personal Property Leases, free and clear of all Liens (other than Permitted Liens). The Seller has delivered or otherwise made available to K▇▇▇ true and complete copies of the Personal Property Leases listed on Schedule 2.1(a)(ii), together with all amendments, modifications or supplements thereto. (b) The Seller has good fee title to Section 11.13(b) of the Owned Real Property included in the Assets, free and clear Side Letter contains a list of all Liens significant real property (other than Permitted Liens the Mining Rights, the Ancillary Rights and Permitted Exceptions)the Water Rights) leased by the SQM Party and the Business Subsidiaries relating to the Business as heretofore developed. Other than in The SQM Party and the ordinary course Business Subsidiaries have the right, by virtue of business, there are no parties other than the Seller in possession of any part of the Owned Real Property and, other than in the ordinary course of business, there are no leases, subleases, licenses, concessions or other valid and effective lease agreements, written or oral, granting to any party or parties the right of use or occupancy of the Owned Real Property or any portion thereof. The Seller has not granted, nor, to the Knowledge of the Seller, are there any rights or options to acquire the Owned Real Property or any portion thereof or any interest therein by any Person. All material Improvements are in good operating condition and repair, reasonable wear and tear exceptedall such real estate. (c) Schedule 5.8(c) sets forth a complete list The SQM Party and the location Business Subsidiaries have a valid and marketable title free of all Owned Real Property. To Liens (other than the Knowledge Permitted Liens) or a valid personal right to use the tangible personal property used in the conduct of the SellerBusiness, there except where the lack of title could not reasonably be expected to have a Material Adverse Effect. (d) As of the Effective Date of the Joint Venture, SQM Salar and the Business (e) Except as stated in Section 11.13(e) of the Side Letter, the assets with respect to which the SQM Party and the Business Subsidiaries as of the Agreement Date, (and SQM Salar and the Business Subsidiaries as of the Effective Date of the Joint Venture) are no material owners, lessees or lawful users (A) comprise all assets relevant to the conduct of the Business in the manner in which it is currently conducted, (B) with respect to those assets in which it is the lessee or lawful user, none of them is owned by any Related Person of the SQM Party, (C) they are in good condition and reasonable use considering their age, wear and tear or normal depletion for this type of assets; and (D) the SQM Party is not aware of any proceedings, claims, disputes or conditions materially affecting any Owned Real Property that may interfere with the use of such property as currently used. To the Knowledge of the Seller, none of the Owned Real Property nor any other Asset is subject to any Order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Seller, has any such condemnation, expropriation or taking been proposedassets. (d) Except as would not be reasonably likely to result in a Material Adverse Effect, the Seller has not received any notice of, or other writing referring to, any requirements or recommendations by any insurance company that has issued a policy covering any part of the Owned Real Property or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any part of the Owned Real Property, which repair or work has not been completed. (e) The Seller has obtained all materially appropriate licenses, easements and rights of way, including proofs of dedication, required to use and operate the Owned Real Property in the manner in which the Owned Real Property is currently being used and operated. The Seller has all material Permits (including any and all environmental permits) necessary to own or operate the Owned Real Property as currently owned and operated. (f) To the Knowledge of the Seller, neither the construction, operation nor maintenance of the Owned Real Property or the Improvements (i) contravenes any applicable zoning or building law or (ii) violates any restrictive covenant or applicable Law, the effect of which would materially interfere with or prevent the continued use of the Owned Real Property for the purposes for which it is now being used. (g) To the Knowledge of the Seller, there is no threatened stoppage or interruption of utility services serving the Owned Real Property. (h) To the Knowledge of the Seller, there is no Encumbrance affecting the Owned Real Property or any portion thereof, other than Permitted Liens or Permitted Exceptions.