Assets and Title. The Assets include all of the assets used in connection with the Business. The Buyer owns and has good and marketable title to all of the Assets, and as of the Closing Date the Assets shall be free and clear of all Encumbrances. The books of account of the Buyer are complete and correct in all material respects. At the Closing, all such books and records shall be located at the business office of the Buyer.
Assets and Title. The Assets include substantially all assets used by Seller in its operation of the Business. Seller owns and has good and valid title to, or a valid leasehold interest in, the Assets, and as of the Closing Date, the Assets will be free and clear of all Encumbrances (except for Permitted Encumbrances). Schedule 3.4 sets forth a list of any Encumbrances on the Assets existing as the Closing Date.
Assets and Title. The Assets include all of the material assets used in connection with the Business. As of the Closing Date, the Assets shall be free and clear of Encumbrances.
Assets and Title. (a) Except as listed or described on Schedules 1.1.4 and 4.1.7(a), the Assets to be Transferred to Purchaser at the Closing pursuant to Section 1.1 constitute all the assets used in and reasonably necessary to conduct the Business as presently conducted.
Assets and Title. 3.15.1 The Owned Real Property, Leased Real Property, Owned Personal Property, Leased Personal Property, Contracts, JNET Intellectual Property, and JNET Confidential Information constitute all of the assets and rights of the Group Companies necessary to conduct the business as currently conducted and to create, develop, market, distribute and license the JNET Products. None of the Shareholders personally owns any assets or rights that are essential to, or otherwise utilized in, the conduct of business of any Group Company or the creation, development, marketing, distribution and licensing of the JNET Products.
Assets and Title. Seller holds good and marketable title to all of the Assets. Neither Seller nor any Principal or any other person has sold, assigned, granted or transferred to any person, firm or entity any interest in the Assets, the Business, or any part thereof. Seller is authorized and possesses the right to sell, assign, transfer and convey the Assets to Buyer and to permit Buyer to occupy the Jamestown Property during the remaining term of the Jamestown Lease; and Seller's sole and undivided interest in and to the Assets is assignable and transferable. Upon the consummation of the transactions described in this Agreement, Buyer will acquire good and marketable title to all of the Assets, free and clear of any lien, claim, encumbrance, pledge or security interest of any nature whatsoever.
Assets and Title. 3.1. The Parties hereby agree that except for the Concept and the Intellectual Property Rights, legal title to the Brand, including all incoming funds resulting directly from the exploitation of the Brand, shall be in the name of the Subsidiary.
Assets and Title. Seller owns and has good and marketable title to all of the Assets being acquired by Buyer, and as of the Closing Date, the Assets shall be free and clear of all Encumbrances. Neither the ownership nor use of the Assets conflicts with the rights of any Person or Entity.
Assets and Title. 29 11.5. The Capital Leases...........................................................30 11.6. Litigation...................................................................30 11.7. Compliance with Laws and Regulations.........................................30 11.8.
Assets and Title. (a) With the exception of the Trus Joist Scarfer, Xxxxx has, or will have on the Closing Date, good and valid title to the Assets to be transferred by it pursuant to this Agreement free and clear of all Liens, Claims and restrictions on transfer, other than Permitted Encumbrances;
