Property Representations Clause Samples

Property Representations. (a) The Seller is the sole beneficial owner of a 100% undivided interest in the Property, free and clear of all royalties, liens, charges and encumbrances of any kind. (b) Except as expressly stated in this agreement, seller does not make any express or implied representations, statements, warranties, or conditions of any kind or nature whatsoever concerning the property, including (without limiting the generality of the foregoing) any warranties regarding the ownership, condition, quantity and/or quality of any or all of the property including minerals contained or discoveries of any minerals made. (c) The Seller does not have any information or knowledge of any actions, suits, investigations or proceedings before any court, arbitrator, administrative agency or other tribunal or governmental authority, whether current, pending or threatened, which directly relate to or affect the Property.

Property Representations. As of the Closing Date, Seller represents and warrants to Buyer with respect to each Property as follows:

Property Representations. (a) Except for the Leases described in Schedule 7 and the licences and permits described in Schedule 10, the Company has good and marketable title to all its assets and in particular the assets described in Schedule 6, subject to no mortgage, pledge, deed of trust, lien, claim, encumbrance, or charge and all of such assets are in good order and repair. (b) Except for the Leases, the Company is not a party to any lease or agreement in the nature of a lease for real property, whether as lessor or lessee. (c) All equipment listed in Schedule 6, including machinery and trucks, was purchased new, since purchase has been maintained in a manner recommended by the manufacturers and installers, and is in good operating condition and in a state of good maintenance and repair. (d) The Company has good leasehold title to the land and equipment held by it under the Leases, subject to no mortgage, pledge, deed of trust, lien, claim, encumbrance, or charge, has not made any default in the performance of the terms of the Leases that would entitle any of the lessors to terminate any of the Leases or would render the Company liable in damages, and has not assigned or encumbered any such Leases. (e) The Vendor does not own any assets which are used by the Company or are necessary or useful in the conduct of the Business.

Property Representations. As of the Closing Date, Seller represents and warrants to Buyer the items listed on Exhibit D attached hereto with respect to each Property.

Property Representations. (a) To Seller's knowledge, no Governmental Body plans to change the highway or road system in the vicinity of the Land in a manner which would adversely affect the Land and/or the business operations conducted thereon or would restrict or change access from any such highway or road to the Land. (b) There are no pending or, to Seller's knowledge, threatened condemnation or eminent domain proceedings relating to or affecting the Land and/or the Improvements. (c) No Person has any (i) conditional or unconditional right and/or option to purchase the Property or any portion thereof, and/or (ii) right of first refusal or offer to purchase the Property or any portion thereof. (d) Schedule 5.1.2(d) attached hereto, which includes a rent roll and other information pertaining to the Tenant Leases, is true, correct and complete, and lists all Tenant Leases with respect to the Land or any portion thereof or interest therein that Seller leases, subleases or licenses as the ground lessor, lessor, sublessor or licensor. Seller has made available to Purchaser true and materially complete and correct copies of the Tenant Leases and currently outstanding letters of intent relating to occupancy of space within the Property. Except as otherwise shown in Schedule 5.1.2(d), no Person other than Seller has the right to possess or occupy the Land (or any portion thereof). All of the Tenant Leases are in full force and effect and have not been modified except as set forth in Schedule 5.1.2(d). To Seller's knowledge, there are no parties in possession of the Land (or any portion thereof) except the Tenants and any subtenants under subleases that are disclosed in Schedule 5.1.2(d); except as set forth in Schedule 5.1.2(d), there are no unsatisfied "Take-Over" space obligations or "Take-Back" space obligations (for the purposes hereof, "Take-Over" space obligations means rent obligations of the Tenant in other buildings assumed by the landlord and "Take-Back" space obligations means obligations imposed upon the landlord to sublet or otherwise be responsible for the obligations of a Tenant under a Tenant Lease). Except as set forth in Schedule 5.1.2(d), there are no disputes with Tenants as to the amount of their rent or other charges (including, without limitation, charges for common area maintenance) under any Tenant Lease; except as set forth in the Tenant Leases, no Tenant has any option to cancel its Tenant Lease; except as set forth in Schedule 5.1.2(d), there is no Default beyo...

Property Representations. Borrower represents and warrants to Lender with respect to each Property it owns as follows, except to the extent (if any) disclosed on Schedule III with respect to a specific subsection of this Section 3.2: 3.

Property Representations. Borrower represents and warrants to the Administrative Agent and the Lenders with respect to each Property as follows:

Property Representations. (a) The Company is the registered and beneficial owner of the Property. (b) Except for the Underlying NPI Royalty, the Property is free and clear of any encumbrances. (c) The Property is in good standing. (d) The Vendor makes no representation or warranty of any kind, whether express or implied, with respect to the completeness or accuracy of the Technical Reports and Data, and the Purchaser acknowledges that it has made its own assessment of the merit of the Property. (e) The Vendor has not received written notice of any administrative or judicial judgment, order, decree or proceeding that relates to violation of Environmental Laws with respect to the Property or the release, discharge, emission or disposal of Hazardous Materials on, to, from or under the Property or that relates to a violation of Environment Laws that has not been remediated to the satisfaction of the applicable governmental authority with jurisdiction over such release, discharge, emission or disposal. (f) To the best of the Vendor’s information and belief, there has been no release of Hazardous Materials on, to, or from or under the Property.

Property Representations. On and from the Control Date, the Company represents and warrants that, save as disclosed in a Report on Title and/or the Legal Due Diligence Report: (a) each member of the Group which owns a Property is the legal and beneficial owner of its Property; (b) no breach of any law or regulation is outstanding which affects the value of any Property where such breach would be reasonably likely to result in a Material Adverse Effect; (c) there are no covenants, agreements, stipulations, reservations, conditions, interest, rights or other matters whatsoever affecting any Property in each case which would be reasonably likely to result in a Material Adverse Effect; (d) nothing has arisen or has been created or is subsisting which would be an overriding interest, or an unregistered interest which overrides first registration or registered dispositions, over any Property; (e) no facilities necessary for the enjoyment and use of any Property are enjoyed by that Property on terms entitling any person to terminate or curtail its use where such termination or curtailment would have a Material Adverse Effect; (f) the Company has not and, so far as it is aware, no member of the Group which owns a Property has: (i) received notice of any adverse claims by any person in respect of the ownership of a Property or any interest in it; or (ii) given any acknowledgement of any adverse claim to any person in respect of its Property, in each case which would be reasonably likely to result in a Material Adverse Effect; and (g) each Property is held by the relevant member of the Group free from any Security Interest, save as permitted by this Agreement and the Senior Finance Documents.