Assets; Consents. 3.05(a) The Assets to be acquired at the Closing constitute all of the real, personal, and mixed assets, both tangible and intangible, that are used, held for use or necessary for the business and operations of the Station as presently conducted.
Assets; Consents. (a) Seller is the sole and exclusive legal and equitable owner of and has good, marketable, and insurable (at standard rates) title to the Assets free and clear of any Encumbrances, except for those Encumbrances set forth in Schedule 3.5(a), which shall be removed prior to or contemporaneously with the Closing, and those Encumbrances on the Assets set forth on Schedule 2.1.1(f).
Assets; Consents. 8 3.06 CONDITION OF TANGIBLE ASSETS...............................10 3.07
Assets; Consents. 3.05(a) The Assets transferred hereunder comprise all of the assets required for the continued conduct of the Business in the manner currently conducted by Seller.
Assets; Consents. 7 3.6 Intellectual Property; Licenses.......................................................8 3.7 Contracts.............................................................................10 3.8 Conflicts.............................................................................11 3.9 Taxes.................................................................................11 3.10
Assets; Consents. (a) Each Seller is the sole and exclusive legal and equitable owner of and has good and marketable title to the Assets free and clear of any Encumbrances, except for those Encumbrances set forth in Schedule 3.4(a), which shall be removed prior to or contemporaneously with the Closing.
Assets; Consents. (a) Except as otherwise set forth in Schedule ---- ---------------- -------- 3.11, the Assets to be acquired at the Closing as listed in the schedules hereto ---- constitute all of the real, personal, and mixed assets, both tangible and intangible, that are used, held for use or necessary for the operation of the Business.
Assets; Consents. (a) Each Seller is the sole and exclusive legal and equitable owner of and has good and marketable title to the Assets free and clear of any Encumbrances, except for those Encumbrances set forth in Schedule 3.4(a), which shall be removed prior to or contemporaneously with the Closing. (b) On the Closing Date, Buyer shall acquire good and marketable title to, and all right, title and interest in, the Assets, free and clear of all Encumbrances. The Assets so acquired at the Closing shall constitute all of the real, personal and mixed assets and property, both tangible and intangible, which are used exclusively in the VirtualPlant Division. Such Assets, together with the Software and technology licensed pursuant to the Software License Agreement, constitute all of the real, personal and mixed assets and property, both tangible and intangible, that are used and held for use for the business and operations of the VirtualPlant Division. (c) All of the Assets to be sold or assigned hereunder are transferable by Sellers by Sellers' sole acts and deeds, and no consent on the part of any other person is necessary to validate the transfer to Buyer, except that certain of the agreements described in Schedule 3.4(c) may be assigned only with the consent of third parties. (d) Schedule 3.4(d) lists Sellers' complete Inventory of Business Products, excluding the Licensed Assets, and identifies the respective locations of such Inventory. 3.5.
Assets; Consents. 3.05(a) Except for the Excluded Assets, the Assets to be acquired by Buyer at the Closing constitute all of the real, personal, and mixed assets, both tangible and intangible, that are used or held for use in the business and operations of the Station as presently conducted. 3.05(b) Seller is the sole and exclusive legal and equitable owner of all right, title and interest in and has good and marketable title to the Assets, free and clear of any Encumbrances, except for and subject only to those Encumbrances set forth in Schedule 3.05(b), which shall be removed prior to or contemporaneously with the Closing Date. 3.05(c) On the Closing Date, Buyer shall acquire good and marketable title to, and all right, title and interest in, the Assets, free and clear of all Encumbrances. 3.05(d) All of the Assets to be transferred hereunder are transferable by Seller by Seller's sole act and deed, and no consent on the part of any other person is necessary to validate the transfer to Buyer, except (i) the FCC Licenses described in Schedule 2.01(c) are not assignable without the consent of the FCC as provided by law, (ii) the parties need to file notification pursuant to the HSR Act and obtain any necessary clearance as contemplated in Section 6, and (iii) certain of the leases and agreements described in Schedules 2.01(a) and 2.02(e), as specified in Schedule 3.05(d), may be assigned only with the consent of third parties. 3.06
Assets; Consents. The Assets constitute all of the real and personal property, both tangible and intangible, that are used, held for use, or necessary for the Business and operations of the Business as presently conducted. SRGS is the sole owner of and has good and marketable title to all Assets free and clear of any liens or encumbrances, except for the Encumbrances and except for the security interest granted to Bonanza Energy Corporation. The obligation to Bonanza Energy Corporation has been assigned to Quest Energy Service. Subject to the terms of the Encumbrances and the security interest granted to Bonanza Energy Corporation, the Assets are transferable by SRGS's sole act and deed, and no consent on the part of any other person is necessary to validate the transfer to PGPC.
