Common use of Necessary Property and Transfer of Purchased Assets Clause in Contracts

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.

Necessary Property and Transfer of Purchased Assets. The Purchased Assets and the Assumed Liabilities 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 Except as set forth on Schedule 3.14 hereto, no property on consignment. No consent is necessary to, and there exists no restriction on, the transfer of any of the Purchased AssetsAssets or the assignment of the Assumed Liabilities to Buyer. There exists no condition, restriction or reservation on the part of Seller 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 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 taxes and encumbrancesLiens.

Necessary Property and Transfer of Purchased Assets. The Purchased Assets constitute all of Seller's Sellers' 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 SellerSellers. No such assets Except as set forth on Schedule 3.12, 3.14, 3.16 or property are in the possession of others and Seller holds 3.18 hereto, no property on consignment. No consent is necessary to, and there exists no restriction on, the transfer of any of the Purchased AssetsAssets to Buyer. There To the best knowledge of any Sellers Group Person, 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 Liabilitiesthereunder, or any part thereof thereof, to the same full extent that Seller 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 and the rights under the Assumed Liabilities shall be vested in Buyer free and clear of all liens, claims taxes and encumbrancesLiens other than Permitted Liens.