Acquired Assets; Title to the Acquired Assets. Except for the Retained Assets, the Acquired Assets are the only assets, properties, rights and interests used by Transferor in connection with the Plant. The Acquired Assets to be conveyed to Transferee under this Agreement constitute all of the assets, properties, rights and interests necessary to operate the Plant in substantially the same manner as operated by Transferor prior to the date of this Agreement. Transferor has good, marketable and exclusive title to, and the valid and enforceable power and unqualified right to use and transfer to Transferee, each of the Acquired Assets, and the Acquired Assets are free and clear of all Liens and Claims of any kind or nature whatsoever, except for Permitted Liens. The consummation of the transactions contemplated by this Agreement (including, without limitation, the transfer or assignment of the Acquired Assets, and all rights and interests therein, to Transferee as contemplated herein) will not adversely affect such title or rights, or any terms of the applicable agreements (whether written or oral) evidencing, creating or granting such title or rights. None of the Acquired Assets are subject to, or held under, any lease, mortgage, security agreement, conditional sales contract or other title retention agreement, or are other than in the sole possession and under the sole control of Transferor except as described on Schedule 5.1(c) (Title to the Acquired Assets). Transferor has the right under valid and existing leases to occupy, use or control all properties and assets leased by it and included in the Acquired Assets. The delivery to Transferee of the instruments of transfer of ownership contemplated by this Agreement will vest good, marketable and exclusive title (as to all Acquired Assets owned by Transferor) or full right to possess and use (as to all Acquired Assets not owned by Transferor) to the Acquired Assets in Transferee, free and clear of all Liens and Claims of any kind or nature whatsoever, except for (i) current real estate Taxes or governmental charges or levies which are a Lien but not yet due and payable, (ii) Liens disclosed as securing specified liabilities on the Closing Date Balance Sheet with respect to which no default exists, (iii) Liens disclosed on Schedule 5.1(c) (Title to the Acquired Assets), under the heading "Liens," and (iv) minor imperfections of title, if any, none of which are substantial in amount, or materially detract from the value or impair the use of the property su...
Acquired Assets; Title to the Acquired Assets. Seller has good and marketable title to the Real Property, subject to the Subsidiary Leases, the Permitted Exceptions and the Permitted Liens (as hereinafter defined), and as of the Effective Time the Acquired Assets shall be free and clear of all liens and claims of any kind or nature whatsoever (including, without limitation, liens or claims for Taxes), except for Assumed Liabilities, Permitted Liens set forth on Section 4.04 of the Seller Disclosure Schedule (collectively, the "PERMITTED LIENS") and Permitted Exceptions.
Acquired Assets; Title to the Acquired Assets. (a) The Acquired Assets to be Transferred to WAC under this Agreement and the rights to be granted to WAC here together constitute all of the assets, properties, rights and interests necessary to conduct the Weather-Seal Business in substantially the same manner as conducted by L-P prior to the date of this Agreement, except for assets used to supply the services listed on SCHEDULE 5.1.3(A) supplied to the Weather-Seal Business by L-P at its corporate headquarters at 111 X.X. Xxxxx Xxxxxx, Xxxxxxxx, xx xx L- P's facilities other than the Weather-Seal Premises.
