Real Property; Personal Property Clause Samples

Real Property; Personal Property. Section 4.16 of the Company Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists th...

Real Property; Personal Property. (a) The Compression Group Entities own good and indefeasible fee simple title to the real property (the “Owned Real Property”) described on Schedule 3.18(a), free and clear of all Encumbrances, other than Permitted Encumbrances. (b) Schedule 3.18(b) lists all leases of real property (and the lands covered thereby) pursuant to which any Compression Group Entity leases real property (all such listed leases collectively, the “Scheduled Leases”), together with a general description of any improvements located thereon, in each case specifying the name of the lessor, lessee, sublessor or sublessee (if any) and the date and term of each lease. A true and complete copy of each of the Scheduled Leases, as amended to date, has been furnished or made available to Acquiror. The Compression Group Entities party to the Scheduled Leases hold the leasehold interest created pursuant to each Scheduled Lease, free and clear of all Encumbrances, other than Permitted Encumbrances. The real property leased under the Scheduled Leases is referred to herein as the “Leased Real Property.” (c) The Real Property constitutes all of the real property that has been used in connection with the ownership and operations of the Compression Business since December 31, 2016. Since December 31, 2016, no casualty loss has occurred with respect to the improvements located on the Real Property. To the Knowledge of the Contributor Parties, all of the Real Property has direct access to public roads without the use of any easement, license or right of way. (d) Schedule 3.18(d) lists (i) all compression units, (ii) all treating units and (iii) all other material equipment, tools, machinery, parts, products, materials, supplies, cars, trucks, trailers and other rolling stock and each other item of tangible personal property, in each case owned or leased by the Compression Group Entities or used in or necessary for the conduct of the Compression Business, as of September 30, 2017 (collectively, the “Tangible Personal Property”). The Compression Group Entities have good title to, or valid leasehold or license interests in, all of the Tangible Personal Property free and clear of all Encumbrances, other than Permitted Encumbrances, and other than items of Tangible Personal Property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practice. (e) At and following the Closing, the Tangible Personal Property will (i) constitute all of the tangible persona...

Real Property; Personal Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) The Company and its Subsidiaries have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property (including all buildings, fixtures and other improvements thereto) material to the conduct of their respective businesses as such businesses are now being conducted. Neither the Company’s nor any of its Subsidiaries’ leasehold interest in any such property is subject to any Lien, except for Permitted Encumbrances. None of the Company or any of its Subsidiaries is in material breach of, or material default under, or has received written notice of any material breach of, or material default under, any agreement evidencing any Lien or other agreement affecting any Real Property Lease, which default continues on the date of this Agreement. (c) Set forth in Section 3.21(c) of the Company Disclosure Letter is a complete and correct list of the leases, subleases and other agreements (the “Real Property Leases”) 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 (the “Leased Real Property”). The Company has provided or made available to Parent true and complete copies of all Real Property Leases, together with amendments, extensions and material related documentation, prior to the date hereof and such Real Property Leases have not been amended or modified since that date. (d) Each Real Property Lease is valid, binding and in full force and effect, and no termination event or condition or uncured material breach or default on the part of the Company or any Subsidiary exists under any Real Property Lease. No option has been exercised by the Company or any of its Subsidiaries under any Real Property Lease, and neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof. None of the Company or any of its Subsidiaries has sold, assigned, transferred, pledged or created or suffered a Lien (except for Permitted Encumbrances) on all or any part of its leasehold interest in the Leased Real Property. The Leased Real Property (including the improvements and fixtures thereon) has been maintained in accordance with normal industry practice is in good operating condition and repair (subject to normal wear and tear) and is suitable for the purposes for ...

Real Property; Personal Property. (a) The Company Group does not own any real property. Schedule 3.12(a) of the Company Disclosure Schedule sets forth a list of all real properties any member of the Company Group is under contract to purchase (the “Prospective Real Properties”). The Company Group has made available to Parent a true, correct and complete copy of the purchase agreement for each Prospective Real Property. Except as set forth in Schedule 3.12(a) of the Company Disclosure Schedule, no member of the Company Group is a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 3.12(b) of the Company Disclosure Schedule sets forth a list of all real property leased or subleased or otherwise used or occupied by any member of the Company Group as tenant, lessee, occupant or grantee (the “Leased Real Property”, together with a list of each applicable lease, license, or similar agreement and any related guarantees, amendments and renewals related to such Leased Real Property) (each, a “Lease” and, collectively, the “Leases”). The Company Group has made available to Parent a true, correct and complete copy of each Lease. Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, and except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, or subject to general principles of equity, each Lease is in full force and effect and the applicable member of the Company Group (and each counterparty thereto) has a valid, binding and enforceable leasehold interest under each of the Leased Real Properties, free and clear of all Liens (other than Permitted Liens). Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has received any written notice of any material default or event that (with due notice or lapse of time or both) would constitute a material default by any member of the Company Group under any lease with respect to the Leased Real Property, other than defaults that have been cured or waived in writing. Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof and no member of the Company Group has collaterally assigned or granted any other security interest in any Lease ...

Real Property; Personal Property. Neither the Company nor any Subsidiary owns any real property or holds any real property lease. The Company and its Subsidiaries have good title to all personal property, if any, owned by them, in each case, free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and defects, except as are disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or as would not be reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect.

Real Property; Personal Property. (a) Set forth on Schedule 4.18(a) is a complete and accurate list of all real property owned in fee title by the Company or its Subsidiaries (the “Fee Properties”). (b) Set forth on Schedule 4.18(b) is a complete and accurate list of all real property leased by the Company or any of its Subsidiaries (the “Leased Properties”). (c) Set forth on Schedule 4.18(c) is a complete and accurate list of all Rights of Way used or held for use by the Company and its Subsidiaries (the “Company Rights of Way”). (d) Except as set forth on Schedule 4.18(g) and for Permitted Encumbrances, the Company or its Subsidiaries has good and marketable beneficial title (in accordance with the terms of the applicable Contract associated therewith) or record title to, or where applicable a valid leasehold interest in, the Fee Properties, Leased Properties and Company Rights of Way. (e) Except for the matters set forth on Schedule 4.18(g), the Fee Properties, Leased Properties and Company Rights of Way constitute all of the real property rights necessary to operate the Gathering System (including the construction, use, operation and maintenance thereof) in the manner such Gathering System is currently being constructed, to the extent not fully constructed as of the Execution Date, and operated (including the construction to the extent not fully constructed as of the Execution Date, use, operation and maintenance thereof) as of the Execution Date. (f) Neither the Company nor any Subsidiary, as applicable, is or with the giving of notice or passage of time would be, in default in any material respect of any Contracts and agreements that vest title in the Company Group as to the Leased Properties and the Company Rights of Way. As of the Closing Date, one or more of Seller, members of the Company Group, or Frontier has made available to Purchaser copies that are in all material respects true, correct and complete of all material deeds, leases, easements, licenses and other documents and instruments that vest title in the Company (or applicable Subsidiary) to the Fee Properties, Leased Properties and Company Rights of Way (but excluding any other instruments constituting any of the Company Group’s chain of title to the Fee Properties, Leased Properties and Company Rights of Way). (g) Except as set forth on Schedule 4.18(g), the Leased Properties and Company Rights of Way underlying the Gathering System, taken together, establish a continuous right-of-way along the route of the Gathering Sy...

Real Property; Personal Property. (a) None of the Company Parties own or have fee title to any real property. (b) Section 2.10(b) of the Company’s Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each parcel of Leased Real Property. The Company has Made Available to the GTY Parties, prior to the date of this Agreement, a true and complete copy of each Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and its Subsidiaries have performed and observed in all material respects all covenants, conditions and agreements required to be performed or observed by the applicable party in connection with the Leases. Neither the Company nor its Subsidiaries are in default under any of the Leases and no event or circumstance exists that, with the notice or lapse of time, or both, would constitute a default on the part of the Company or any of its Subsidiaries. No tenant, licensee or other occupant is in default under any of the Leases and no event or circumstance exists that, with the notice or lapse of time, or both, would constitute a default by the tenant, licensee or occupant. Except as set forth on Section 2.10(b) of the Company’s Disclosure Schedule, no consent or approval is required of any party for the consummation of the Transaction under any Company Lease (c) Subject to the respective terms and conditions in the Leases, each Company Party is the sole legal and equitable owner of the leasehold interest in the Leased Real Property indicated as leased by it in Section 2.10(b) of the Company’s Disclosure Schedule, and holds a leasehold or sub-leasehold estate free and clear of all Liens, other than Permitted Liens. (d) Except as set forth in Section 2.10(d) of the Company’s Disclosure Schedule, with respect to the premises of Leased Real Property: (i) no OC Holder or the Company Party has received any written notice of a threatened condemnation Proceeding, suit or administrative action relating to any such parcel of Leased Real Property or other matters affecting adversely the current use or occupancy thereof; (ii) the operation of the Leased Real Property in the manner in which it is now operated complies, in all material respects, with all zoning, building, use, safety or other similar Laws; (iii) no OC Holder or the Company Party has received any written notice of any pending special Tax, levy or assessment for benefits or betterments that affect any parcel...

Real Property; Personal Property. (a) Schedule 3.7(a) sets forth a list of all leases and subleases as of the date hereof that are used for, or held for use in, the Business (the “Real Property Leases,” and the leasehold interest, “Leased Real Property”). Except as set forth on Schedule 3.7(a), except as may be limited by the Enforceability Exceptions and subject to the approval of the Bankruptcy Court, as applicable, the Seller Group has a valid, binding and enforceable leasehold interest under each of the Leased Real Properties, free and clear of all Liens (other than Permitted Liens). Except as a result of, or arising in connection with, the filing of the Bankruptcy Cases, the Seller Group has not received any written notice of any material default or event that (with due notice or lapse of time or both) would constitute a material default by the Seller Group under any Real Property Lease, other than defaults that have been cured or waived in writing. (b) Schedule 3.7(b) sets forth a list of all material leases of tangible assets and other personal property of the Seller Group used primarily in connection with the Business as of the date hereof. Each member of the Seller Group has good and valid title to, or in the case of leased tangible assets and other personal property, a valid leasehold interest in (or other right to use), all of the material tangible assets and other personal property that are necessary for such member of the Seller Group to conduct the Business, in each case, free and clear of all Liens (other than Permitted Liens). All such material tangible assets and other personal property are in good condition and repair in all material respects, normal wear and tear excepted.

Real Property; Personal Property. Neither Parent nor Merger Sub owns or leases any real property or personal property.