Material Property Clause Samples

Material Property. As of the Restatement Effective Date, Schedule 5.09 sets forth all the real property of the Loan Parties described in clause (i) of the definition of “Material Real Property” as of such date.

Material Property. (a) The Material Property is the only mineral property currently material to the Company. (b) The Company holds either mining leases, mining claims, mineral claims, surface leases or exploration permits recognized in the jurisdiction in which the Material Property is located in respect of the ore bodies and minerals located in the Material Property as described in the Pricing Disclosure Package and the Prospectuses under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company to explore the minerals relating thereto. (c) All mining leases, mineral claims and surface leases relating to the Material Property in which the Company has an interest or right are valid and in good standing in accordance with all Applicable Laws. (d) Except as disclosed in the Pricing Disclosure Package and the Prospectuses, the Company has all necessary surface rights, access rights and other necessary rights and interest relating to the Material Property granting the right and ability, as applicable, to explore and access minerals, ore and metals for development purposes as described in the Pricing Disclosure Package and the Prospectuses, subject to the Company’s ability to maintain the Permits (as defined below), with only such exceptions as do not materially interfere with the use made by the Company of the rights or interests in the Material Property. (e) Except as disclosed in the Pricing Disclosure Package and the Prospectuses, all assessments or other work required to be performed in relation to the material mineral claims of the Company in order to maintain their respective interests therein, if any, have been performed to date. (f) Except as disclosed in the Pricing Disclosure Package and the Prospectuses, the Company does not have any responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the property rights thereof, except where such fee or payment would not have a Material Adverse Effect, either individually or in the aggregate. (g) There are no expropriations or similar proceedings or any material challenges to title or ownership, actual or threatened, of which the Company has received notice against any Material Property.

Material Property. (i) The Material Property is accurately and fully disclosed in the Time of Sale Prospectus and the Prospectuses and no other property or assets are necessary for the conduct of the business of the Company and its subsidiaries as currently conducted. Other than the Material Property, as disclosed in the Time of Sale Prospectus and the Prospectuses, neither the Company nor any of its subsidiaries currently owns or leases any material real or immovable property, right, title or interest, or any material mining or mineral claims, mining leases, mining concessions, concessions, exploration licenses, exploitation licenses, prospecting permits, participating interests or other conventional property, proprietary or contractual interests or rights, or any other rights for the exploration, mining, development or processing activities in respect of the Material Property; (ii) the Company and/or its subsidiaries are the absolute legal and beneficial owners of either mining leases, mining claims, mining concessions or participating interests or other conventional property, proprietary or contractual interests or rights (collectively, the “Mineral Rights”) in respect of the Material Property under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company and its subsidiaries to access, explore for, mine, develop and process the mineral deposits relating thereto and to conduct all operations and production and processing activities thereon, free and clear of any Liens, other than those described in the Time of Sale Prospectus and the Prospectuses. All mining claims and mining leases owned by the Company are solely registered pursuant to the provisions of the Mining Act (Québec) and in the register of real rights of State resource development of the land register. All other material Mineral Rights have been validly located, registered and recorded in accordance with all Applicable Laws and are valid, subsisting and in good standing. Except as disclosed in the Time of Sale Prospectus and the Prospectuses, no material commission, royalty, license fee or similar payment to any person with respect to the Material Property is payable. There are no options or other participation interests or rights of preference relating to the Mineral Rights and all Mineral Rights have active status and neither the Company nor any of its subsidiaries has received written notice of, nor has any knowledge of,...

Material Property. The author remains the owner of the manuscript or other material possibly furnished to the publisher and on the basis of which the work shall be reproduced. As soon as the manufacture is finished and subject to an impossibility of technical nature, the publisher undertakes to hand over to the author the manuscript and other material that he possibly owes.

Material Property. Notwithstanding anything to the contrary in any Loan Document, (a) neither Holdings nor the Borrower will, and the Borrower will not permit any of its Subsidiaries to, sell, transfer or otherwise dispose of any Material Property (whether pursuant to a sale, lease, license, transfer, investment, restricted payment, dividend or otherwise or relating to the exclusive rights thereto) to any Person that is either (x) a Subsidiary that is not a Loan Party or (y) an Affiliate of the Borrower that is not a Subsidiary, other than the grant of a non-exclusive license of intellectual property to any Subsidiary, on arm’s length terms, in the ordinary course of business and for a bona fide business purpose; and (b) no Person that is either (x) a Subsidiary that is not a Loan Party or (y) an Affiliate of the Borrower that is not a Subsidiary shall own or hold an exclusive license to any Material Property. PRIVATE & CONFIDENTIAL SUBJECT TO FRE 408 & ITS EQUIVALENTS

Material Property. (i) Except as described in or contemplated by the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereof), the ▇▇▇▇▇▇ Gold project in Alaska (the “Material Property”), as described in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, is the only mineral project on properties that are material to the Company in which the Company or its subsidiaries have an interest. (ii) The Company, directly or through its subsidiaries, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests, conventional property agreements, or proprietary interests or rights, or other similar contractual rights recognized in the jurisdiction in which the Material Property is located, in respect of the ore bodies and minerals located on the Material Property in which the Company (through the applicable subsidiary) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments, contracts, arrangements or understandings, sufficient to permit the Company (through the applicable subsidiary) to carry on its business as currently conducted, including the exploration for the minerals relating thereto, and all such material documents, agreements, instruments, contracts, arrangements or understandings in connection with the Material Property (“Material Property Agreements”) are valid and subsisting and enforceable in accordance with their terms, in each case except the failure to be so would not reasonably be expected to have a Material Adverse Effect. (iii) All concessions, leases, property agreements and contracts, claims and permits relating to the Material Property in which the Company (through the applicable subsidiary) has an interest or right have been validly granted, located, approved, executed and/or recorded or filed in accordance with all applicable laws and are valid, subsisting and enforceable in all respects, in each case except where the failure to be so would not be reasonably expected to have a Material Adverse Effect. (iv) Except as described in or contemplated by the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereof), the Company (through the applicable subsidiary) has, or reasonably anticipates receiving in due course, all necessary surface rights, access rights and other necessary rights and inte...

Material Property. Subject to the last sentence of this paragraph, with respect to any interest in any Material Property acquired by any Loan Party (or any Subsidiary required to become a Loan Party pursuant to the terms hereof) after the Second Amendment Effective Date (other than any such real property subject to a sale leaseback transaction not prohibited hereunder or Lien expressly permitted under Section 8.01(m) to the extent and for so long as the obligations relating to such transaction or Liens do not permit a Lien on such property in favor of the Secured Parties), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) of the Second Amendment Effective Date or the date of acquisition of such Material Property, as applicable, (i) execute and deliver a Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such interest in real property, (ii) if requested by the Administrative Agent, provide the Lenders with a Title Policy as well as a current ALTA survey thereof (or an existing ALTA survey (accompanied if necessary by a “no-change” affidavit and/or other documents)) sufficient to remove the survey exception from the Title Policy and to obtain survey coverage in the Title Policy, together with a surveyor’s certificate in form reasonably acceptable to the Administrative Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions relating to the enforceability, due authorization, execution and delivery of any such Mortgage and the Lien created thereby, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, (iv) if requested by the Administrative Agent, a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower Agent), (v) if requested by the Administrative Agent, with respect to any portion of any improvements on any such property located in a special flood hazard area, provide a copy of, or a certificate as to coverage and a declaration page relating to, the insurance policies required by Section 7.07(c), each of which (A) shall be endorsed or otherwise amended to include a lender’s loss payable endorsement, (B) shall identify the address of each property located in a special fl...

Material Property. Notwithstanding anything to the contrary set forth herein: (a) The Borrower shall not, nor shall it permit any Subsidiary Loan Party to sell, transfer or otherwise dispose of any Material Property (whether pursuant to a sale, lease, license, transfer, Investment, restricted payment, Dividend or otherwise or relating to the exclusive rights thereto) to any Subsidiary that is not a Subsidiary Loan Party, other than the grant of a non-exclusive license of intellectual property to any Subsidiary of the Borrower (i) in the ordinary course of business or consistent with past practice and (ii) for a bona fide business purpose. (b) No Subsidiary that is not a Subsidiary Loan Party shall own or hold an exclusive license to any Material Property on or after the Effective Date (other than (i) any Subsidiaries which own or hold an exclusive license in any Material Property as of the Effective Date and (ii) any Intellectual Property or other property developed or maintained by a Non-Subsidiary Loan Party in the ordinary course of business or consistent with past practice).

Material Property. For the Seller - all furniture, fixtures, computer equipment necessary to support the employees hired by the Buyer. Hardware Requirements to support Queryobject System's IT infrastructure. 1. Hardware requirements for Engineers. ---------------------- ----------------- ---------- ------------------------------------------------------ Hardware assigned Operation system Serial No Description ---------------------- ----------------- ---------- ------------------------------------------------------ Sony Vaio Laptop NT / 2000 / XP Xxx-xxxx Personal Mobile and light development environment Intel based Desktop NT / 2000 / XP Xxx-xxxx Personal Office and extensive development environment UPS Xxx-xxxx Protection from power related incidents/ Sony Vaio Laptop NT / 2000 / XP Xxx-xxxx Personal Mobile and light development environment Intel based Desktop Xxx-xxxx Personal Office and extensive development environment UPS Xxx-xxxx Protection from power related incidents/ Sony Vaio Laptop NT / 2000 / XP Xxx-xxxx Personal Mobile and light development environment Intel based Desktop NT / 2000 / XP Xxx-xxxx Personal Office and extensive development environment UPS Xxx-xxxx Protection from power related incidents/ Sony Vaio Laptop NT / 2000 / XP Xxx-xxxx Personal Mobile and light development environment Intel based Desktop NT / 2000 / XP Xxx-xxxx Personal Office and extensive development environment UPS Xxx-xxxx Protection from power related incidents/ Sony Vaio Laptop NT / 2000 / XP Xxx-xxxx Personal Mobile and light development environment Intel based Desktop NT / 2000 / XP Xxx-xxxx Personal Office and extensive development environment UPS Xxx-xxxx Protection from power related incidents/ 2. Hardware required for Development Support Hardware Operating System Serial No Description -------- ---------------- --------- ----------- Unix Servers ------------ Sun E450 Solaris 8 12878102 Main Development environment for SUN Solaris. Compaq ES40 Tru64 5.0 AY01300486 Main Development environment for Compaq Tru64. Backup for main development environment for Compaq Tru64. Compaq Alpha 2100 Digital UX 4.X QO000519 Need to support old OS versions. Sun Ultra 10 Solaris 8 FW82553614 Backup for main development environment for Sun Solaris. Need to support old OS versions. HP HP 10.20 US10134520 Main Development environment for HP UX. Windows Based Systems --------------------- Build Machine Windows NT 4.0 D944CNK1K952 Main Development environment for Windows NT 4 Source Safe Server Windows ...