Good Title, Adequacy and Condition. (a) Seller has, and at Closing will have, good and marketable title to the Assets with full power to sell, transfer and assign the same, free and clear of any Lien, and by virtue of the grant, conveyance, sale, transfer, and assignment of Assets hereunder, Purchaser shall receive good and marketable title to all of the Assets, free and clear of all Liens.
Good Title, Adequacy and Condition. 5.10.1 The Seller has, and at Closing will have, good and marketable title to the Purchased Assets with full power to sell, transfer and assign the same, free and clear of any Lien.
Good Title, Adequacy and Condition. Except as set forth in Schedule 5.15, Corporation has, and at Closing will have, good, legal, and marketable title to the Assets with full power to sell, transfer and assign the same, free and clear of any Lien. The Assets constitute, in the aggregate, all of the assets and properties necessary for the conduct of the Business in the manner in which and to the extent to which such business is currently being conducted and include, without limitation, all tangible and intangible assets owned by Corporation including all vehicles, equipment and inventory (more particularly described in Schedule 5.15), and all Contracts, customer lists, Intellectual Property, cash and accounts receivable, and Permits of Corporation.
Good Title, Adequacy and Condition. (a) Except as set forth in Schedule 9.14 or as provided for in Section 6.1, the LLC has, and at Closing will have, good and marketable title to the assets of the Business (the "ASSETS") with full power to sell, transfer and assign the same, free and clear of any Lien.
Good Title, Adequacy and Condition. Upon receipt of the Approval Order, Seller has good and marketable title to all of the Acquired Assets, with full power to sell, assign, transfer and convey the same, free and clear of any liens or encumbrances.
Good Title, Adequacy and Condition i. The Contributor has good and marketable title to the Assets with full power to sell, transfer and assign the same, free and clear of any lien or encumbrance of any kind.
Good Title, Adequacy and Condition. The Company has, and at the Closing will have, good and marketable title to the Purchased Assets with full power to sell, transfer and assign the same, free and clear of any Lien, and by delivery of the Bill xx Sale and Assignment, as contemplated by Section 3.2 hereof, the Company will deliver to Exult title to such Purchased Assets free and clear of any Lien. The Purchased Assets constitute, in the aggregate, all of the assets and properties necessary for the conduct of the Business in the manner in which and to the extent to which such business is currently being conducted. The Purchased Assets are in good operating condition, normal wear and tear excepted, and have been maintained in accordance with all applicable specifications and warranties.
Good Title, Adequacy and Condition. The Sellers have, and at Closing will have, good and marketable title to the Assets with full power to sell, convey, grant, assign, transfer and deliver the same, free and clear of any Lien. The Sellers have full legal right, title and interest to the Assets, and the use by the Sellers of the Assets does not infringe or misappropriate, and the Seller has no knowledge of or received any communications asserting that such use infringes or misappropriates, any rights of any third party. None of the Assets has been declared invalid or unenforceable, or is the subject of any pending or threatened action for opposition, cancellation, declaration, infringement or invalidity, unenforceability or misappropriation of the claim, action or proceeding, and no person is infringing on any of the Assets. The Sellers covenant and agree that they will warrant and defend the title to the Assets hereby sold to the Purchaser, its successors and assigns, against the claims, demands and charges of all persons whomsoever.
Good Title, Adequacy and Condition. CSIL has, and at Closing will have, good and marketable title to the Assets and the Sellers will have full power to sell, transfer and assign the same, free and clear of any Lien and by delivery of the Bill xx Sale and Assignment as contemplated by Section 3.2, the Sellers will deliver to the Purchaser title to such Assets free and clear of any Lien. The Sellers covenant and agree that it will warrant and defend the title to the property hereby sold to the Purchaser, its successors and assigns, against the lawful claims, demands and charges of all persons whomsoever. The Assets constitute, in the aggregate, all of the assets and properties necessary for the conduct of the Business at the Coral Springs Facility in the manner in which and to the extent to which such business is currently being conducted. The Coral Springs Facility possesses all equipment necessary for the normal operation of an ice rink facility such as the Coral Springs Facility. The Assets are in good operating condition, normal wear and tear excepted, and have been maintained in accordance with all applicable specifications and warranties, and all inventory is in good saleable condition and not obsolete. The Sellers have advised Purchaser of the existence of a deed restriction applicable to the Coral Springs Facility and Purchaser agrees that if it closes the transactions under this Agreement, it shall close subject to the deed restriction, which shall be excluded from the Sellers' representations contained herein.
Good Title, Adequacy and Condition. (a) The Corporation has good and marketable title to its assets with full power to sell, transfer and assign the same, free and clear of any lien, except as provided in Section 5.4, above.
