Necessary Property and Transfer of Purchased Assets Sample Clauses

Necessary Property and Transfer of Purchased Assets. The Purchased Assets and the Assumed Liabilities constitute all of the Seller Group Persons' property and property rights now necessary for the conduct of the Business in the manner and to the extent presently conducted by the Seller Group Persons. The Assets constitute all of the Seller Group Persons' property and property rights now used for the conduct of the Business in the manner and to the extent presently conducted by the Seller Group Persons. No such assets or property are in the possession of others and, in connection with the Business, the Seller Group Persons hold no property on consignment. Except as set forth on Schedule 3.14 hereto, no consent is necessary to, and there exists no restriction on, the transfer of any of the Purchased Assets or the assignment of the Assumed Liabilities to the Buyer Companies. There exists no condition, restriction or reservation affecting the title to or utility of the Purchased Assets or Assumed Liabilities which would prevent the Buyer Companies from occupying or utilizing the Purchased Assets or enforcing the rights under the Assumed Liabilities, or any part thereof, to the same full extent that a Seller Group Person might continue to do so if the sale and transfer contemplated hereby did not take place. Upon the Closing, good and marketable title to the Purchased Assets attributable to the Non-Purchased Entities and the rights under the Assumed Liabilities shall be vested in the Buyer Companies, and good and marketable title to the Purchased Assets attributable to the Purchased Entities shall remain vested in the Purchased Entities, in all cases free and clear of all Liens.
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Necessary Property and Transfer of Purchased Assets. The Purchased Assets constitute all of Seller's property and property rights now used, useful or necessary for the conduct of the Business in the manner and to the extent presently conducted and planned by Seller. No such assets or property are in the possession of others and Seller holds no property on consignment. No consent is necessary to, and there exists no restriction on, the transfer of any of the Purchased Assets. There exists no condition, restriction or reservation affecting the title to or utility of the Purchased Assets or Assumed Liabilities which would prevent Buyer from occupying or utilizing the Purchased Assets or enforcing the rights under the Assumed Liabilities, or any part thereof to the same full extent that Seller might continue to do so if the sale and transfer contemplated hereby did not take place. Upon the Closing, good and marketable title to the Purchased Assets and the rights under the Assumed Liabilities shall be vested in Buyer free and clear of all liens, claims and encumbrances.
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Necessary Property and Transfer of Purchased Assets. The Purchased Assets and the Assumed Liabilities constitute all of Sellers and Coast to Coast's property and property rights now used, useful or necessary for the conduct of the Business in the manner and to the extent presently conducted by Sellers and Coast to Coast. Except as set forth on Schedule 3.14 hereto, no consent is necessary to, and there exists no restriction on, the transfer of any of the Purchased Assets or the assignment of the Assumed Liabilities to Buyer. There exists no condition, restriction or reservation on the part of Sellers and Coast to Coast affecting the title to or utility of the Purchased Assets or Assumed Liabilities which would prevent Buyer from occupying or utilizing the Purchased Assets or enforcing the rights under the Assumed Liabilities, or any part thereof, to the same full extent that Sellers and Coast to Coast might continue to do so if the sale and transfer contemplated hereby did not take place. Upon the Closing, good and marketable title to the Purchased Assets and the rights under the Assumed Liabilities shall be vested in Buyer free and clear of all Taxes and Liens.
Sample 1
Necessary Property and Transfer of Purchased Assets. Upon the Closing, good and marketable title to the Purchased Assets shall be vested in Buyer free and clear of all liens, claims and encumbrances.
Sample 1
Necessary Property and Transfer of Purchased Assets. The Purchased Assets constitute all of Sellers' property and material property rights now used, useful or necessary in any material respect for the conduct, as of the Closing Date, of the Business in the manner and to the extent presently conducted by Sellers. Seller makes no representation or warranty about the sufficiency of the Purchased Assets in connection with any future or planned conduct of the Business by Buyer. Except as set forth in Section 3.18 or elsewhere in the Agreement, to the Knowledge of Sellers, no consent is necessary to, and there exists no restriction on, the transfer of any of the Purchased Assets to Buyer. To the knowledge of Sellers, there exists no condition, restriction or reservation affecting the title to or utility of, in any material respect, the Purchased Assets or Assumed Liabilities which would prevent Buyer from occupying or utilizing the Purchased Assets or enforcing the material rights thereunder, or any part thereof, to the same full extent that Sellers might continue to do so if the sale and transfer contemplated hereby did not take place. Upon the Closing, good and marketable title to the Purchased Assets shall be vested in Buyer free and clear of all taxes and Liens other than Permitted Liens.
Sample 1
Necessary Property and Transfer of Purchased Assets. (x) The Purchased Assets, the Excluded Assets and the Assumed Liabilities constitute all of Sellers' property and property rights now used for the conduct of the Business in the manner and to the extent presently conducted by Sellers, and (y) the Purchased Assets, the Assumed Liabilities and the
Sample 1

Related to Necessary Property and Transfer of Purchased Assets

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

  • Seller's Assignment of Purchased Receivables With respect to all Receivables repurchased by the Seller pursuant to this Agreement, the Purchaser shall assign, without recourse, representation or warranty, to the Seller all the Purchaser's right, title and interest in and to such Receivables, and all security and documents relating thereto.

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Transfer of Purchased Certificates (a) The Purchaser understands that the Purchased Certificates have not been registered under the Act, or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from registration is available. The Purchaser further understands that neither Washington Mutual nor the Trust is under any obligation to register the Purchased Certificates or make an exemption available. In the event that such a transfer is to be made within two years from the Closing Date without registration under the Act or applicable state securities laws, (i) the Trustee shall require, in order to assure compliance with such laws, that the Certificateholder's prospective transferee each certify to Washington Mutual, the Trustee and the Trust as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or Washington Mutual may require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, which Opinion of Counsel shall not be an expense of the Trust, the Trustee or Washington Mutual. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee and Washington Mutual against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

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