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. (a) Each of the Acquior and the Acquiror Subsidiaries owns, exclusively possesses or has obtained, and is in compliance with, all concessions, licences, permits, certificates, orders, grants and other authorizations of or from any Regulatory Authority necessary to conduct its respective businesses relating to its properties (including the large copper-gold-molybdenum mineral project located in the southwest part of the State of Alaska, USA known as the “Pebble Project” (the “Acquiror Properties”)) as they are currently being conducted and as they are presently contemplated.
(b) The Acquiror Properties (i) have been properly located and recorded in compliance with applicable Law and are comprised of valid and subsisting mineral concessions; (ii) the Acquiror or a Acquiror Subsidiary has the exclusive right to deal with the Acquiror Properties; (iii) no person other than the Acquiror or a Acquiror Subsidiary has any material interest in the Acquiror Properties or any right to acquire any such interest; (iv) there are no earn-in rights, rights of first refusal, royalty rights or similar provisions which would materially affect the Acquiror's or a Acquiror Subsidiary's interests in the Acquiror Properties; (v) neither the Acquiror nor any Acquiror Subsidiary has received any notice, whether written or oral, from any Regulatory Authority or any person with jurisdiction or applicable authority of any revocation or intention to revoke its interest in the Acquiror Properties; and (vi) the Acquiror Properties are in good standing under applicable Law and are adequate and suitable for the purposes for which they are currently being used and all work required to be performed has been performed and all taxes, fees, expenditures and other payments in respect thereof have been paid and all filings in respect thereof have been made.
(c) The Acquiror and the Acquiror Subsidiaries have all necessary surface rights, access rights and other rights and interests relating to the areas of the Acquiror Properties granting the Acquiror and the Acquiror Subsidiaries the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Acquiror and the Acquiror Subsidiaries, with only such exceptions as do not materially interfere with the use made by the Acquiror and the Acquiror Subsidiaries of the rights or interests so held and each of the proprietary interests or rights and each of the docume...
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. (a) The Company owns, exclusively possesses or has obtained, and is in compliance with, all concessions, licences, permits, certificates, orders, grants and other authorizations of or from any Regulatory Authority necessary to conduct its business relating to its properties (including the Company Properties) as it is currently being conducted and as presently contemplated. The Company has a good and marketable right, title and interest, free and clear of any title defect or material Encumbrance: (i) to its permits, concessions, claims, leases, licences or other rights to explore for, exploit, develop, mine or produce minerals on the Company Properties, all of which have been accurately and completely set out in Section 13(a) of the Disclosure Letter, subject to such permits, concessions, claims, leases, licences or other rights being renewed and updated on an ongoing basis in accordance with their terms and, in each case, as are necessary to perform the operation of its business as it is currently being conducted and as it is presently contemplated; (ii) to its real property interests, free and clear of any title defect or material Encumbrance, including fee simple title to owned real property, a valid leasehold interest in leased real property, licences (from landowners and authorities permitting the use of land by the Company), rights of way, occupancy rights, surface rights, easements or other real property interests, all of which have been set out in Section 13(a) of the Disclosure Letter, and, in each case, as are necessary to perform the operation of its respective businesses as it is currently being conducted and as it is presently contemplated; and (iii) to all of its properties and assets (real and personal, tangible and intangible, including leasehold interests) including all the properties and assets reflected in the balance sheet forming part of the Company's audited financial statements for the year ended July 31, 2015, except as set out in Section 13(a) of the Disclosure Letter, and such properties and assets are not subject to any Encumbrance or title defect of any kind except as is set out in Section 13(a) of the Disclosure Letter, except where the failure to have such title, or the existence of such Encumbrance or title defects, individually or in the aggregate, does not constitute a Material Adverse Effect in respect of the Company.
(b) Except as set out in Section 13(a) of the Disclosure Letter: (i) the Company Properties (A) are accurat...
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. (a) Although it does not warrant title, Lone Pine has no reason to believe that it, or its subsidiary, 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 subsidiary, as applicable (for the purposes of this section, the foregoing are referred to as the "Lone Pine Interests") and Lone Pine represents and warrants that: (i) neither it nor its subsidiary has received any written notices, and to the knowledge of Lone Pine the lessee to whom notices are required to be sent has not received any notices, that any of the leases related to the Lone Pine Interests are subject to any accrued drilling or off-set obligations that have not been satisfied or permanently waived; (ii) to the knowledge of Lone Pine, none of the Lone Pine 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 Lone Pine, except related to bank financing or those arising in the ordinary course of business; and (iii) following the Effective Date, Lone Pine or Amalco, as applicable, will be entitled to hold and enjoy the Lone Pine Interests without any lawful interruption by any person claiming, by, through or under Lone Pine or its subsidiary; 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 Lone Pine.
(b) Lone Pine is not aware of any defects, failures or impairments in its title to its or its subsidiary's 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 Lone Pine shown in the Lone Pine Reserves Report; (ii) the current production of Lone Pine; or (iii) the current cash flow of Lone Pine.
(c) Neither Lone Pine nor its subsidiary 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 Lone Pine or its subsidiary is, as applicable, a party or bound, except to the extent that such defaults would not,...
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.