Free and Clear. Unless otherwise agreed to by PKF Capital, each payment under this Agreement or any Transaction is to be paid free and clear of, and without withholding or deduction for or on account of, any Taxes, unless the withholding or deduction is required by law.
Free and Clear. Free and clear of all pledges, encumbrances, attachments, liens, rights of first refusal, tag-along rights, debt, claim, lock-up arrangements (other than pursuant to the Communications Law, Communications Order, and the permits and licenses granted and/or to be granted pursuant thereto) or any third party right.
Free and Clear. You represent and warrant to us that you are the owner of, and agree that you will keep, the Collateral free from any mortgage, lien, charge, Security Interest, prior claims, taxes, assessments or encumbrance of any kind, unless we agree otherwise in writing. You will not sell, give away, part with possession of (except for the pledge, if any, granted in our favour) or otherwise dispose of any part of the Collateral, without our prior written consent.
Free and Clear. At Closing, the Purchase Shares shall be free and clear of any Security Interests. Without derogating from the generality of the foregoing, at the Closing the Seller shall not be subject to an agreement with the State of Israel in regard to the Purchase Shares or in regard to the activities of the Company, other than agreements between the Seller and the Israeli Tax Authority that have no impact on the Company or on the Purchaser or its tax treatment or status in any manner.
Free and Clear. The transfer of the Acquired Assets shall vest Purchaser with all right, title, and interest of Sellers in the Acquired Assets free and clear of any and all Liens, Liabilities and other Interests (other than Permitted Encumbrances and Assumed Liabilities) pursuant to Sections 363(f) and/or 1123(b)(4) of the Bankruptcy Code, whether arising by statute or otherwise and whether arising before or after the commencement of the Bankruptcy Cases, whether known or unknown, including Interests of or asserted by any of the creditors, vendors, employees, suppliers, or lessors of Sellers or any other third party; provided, that any and all such Liens, Liabilities and other Interests shall attach to the net proceeds of the Purchase Price, with the same priority, validity, force, and effect as they now have against the Acquired Assets. Purchaser shall not be liable for any liability for any Lien, Liability or other Interest, other than the Assumed Liabilities and Permitted Encumbrances.
Free and Clear. The Interest of such Member Entity as of the Closing Date is in the percentage set forth on Schedule 1 and such Interest shall be transferred to Buyer free and clear of all liens and encumbrances.
Free and Clear. Each of the Assets shall be free and clear of all liens, claims, encumbrances and security interests and the transfer to the Buyer will vest Buyer with good title to such Assets; each of the Consumer Contracts shall be a valid and subsisting contract of all of the parties thereto in full force and effect without modification and no event has occurred thereunder which, with or without the lapse of time or the giving of notice, or both, would constitute a default by it thereunder and all necessary consents to the assignment to the Buyer of the Assumed Contracts shall have been obtained.
Free and Clear. Seller shall sell, transfer, convey, assign and deliver the Purchased Assets free and clear of all Liens. Seller shall retain the responsibility for full and complete compliance with any and all Laws related or applicable to the bulk transfer, sale of Purchased Assets law (collectively the “Bulk Sales Laws”) and taxation, including all individual states within the United States (“U.S.”), all municipalities within all U.S. States, and/or U.S. federal. Seller shall indemnify, defend, and hold harmless Purchaser for any costs, expenses, liabilities, fines, fees, penalties, and/or costs (including without limitation administrative costs, court costs, and attorneys’ fees), for any direct or indirect violation or non-compliance by any party with the Bulk Sales Laws and/or tax responsibilities of the Seller as a result of this transaction.