Ownership and Transfer of Assets Sample Clauses

Ownership and Transfer of Assets. Seller has good and marketable title to all of the Assets free and clear of all mortgages, pledges, security interests, charges, liens, restrictions and encumbrances of any kind (collectively, “Liens”) whatsoever. Upon the sale, assignment, transfer and delivery of the Assets to the Acquisition Sub hereunder and under the Seller Documents, there will be vested in the Acquisition Sub good, marketable and indefeasible title to the Assets, free and clear of all Liens. The Assets include all of the assets and properties (i) held for use by Seller to conduct the Business as presently conducted and (ii) necessary for Acquisition Sub to operate the Business in the same manner as such business is currently operated by Seller. All of the tangible Assets are in good repair, have been well maintained and are in good operating condition, do not require any material modifications or repairs, and comply in all material respects with applicable laws, ordinances and regulations, ordinary wear and tear excepted.
Ownership and Transfer of Assets. The Vendors will be, at the Time of Closing, the registered and beneficial owner of all of the Assets free and clear of any and all Liens save and except the Permitted Encumbrances. The Vendors will have, at the Time of Closing, the power and authority to sell, transfer, assign and deliver the Assets as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Assets, free and clear of any and all Liens save and except the Permitted Encumbrances. Immediately after the Closing, Purchaser will own all of the Assets.
Ownership and Transfer of Assets. Transferor has valid, good and marketable title to, or in the case of leased or subleased Assets, valid and subsisting leasehold interests in, all of the Assets, or in the case of Assets held by non-affiliated third parties, to the Transferor’s knowledge, the Transferor’s interests in such Assets are free and clear of all liens. Transferor has, or will deliver at closing, the unrestricted right to contribute, sell, transfer, assign, convey and deliver to Transferee all right, title and interest in and to, or in the case of leased or subleased Assets, all right, title and interest in and to the leasehold interests relating to the Assets, and/or assets held by non-affiliated third parties, without penalty or other adverse consequences.
Ownership and Transfer of Assets. ABC is the owner of -------------------------------- all the Assets, free and clear of any and all Liens (other than Permitted Exceptions). ABC has the power and authority to sell, transfer, assign and deliver all such Assets as provided in this Agreement. Upon the consummation of the Closing, ABC will have conveyed to Purchaser good and marketable title to all of the Assets, free and clear of all Liens (other than Permitted Exceptions).
Ownership and Transfer of Assets. The Seller is the record and beneficial owner of the Assets free and clear of any and all Liens. The Seller has the corporate power and authority to sell, transfer, assign and deliver such Assets as provided in this Agreement, and such delivery will convey to the Parent good and marketable title to such Assets, free and clear of any and all Liens.
Ownership and Transfer of Assets. Exclusive of the Inventory, except as otherwise disclosed on Schedule 4.4, Seller is the owner of all the Assets, free and clear of any and all mortgages, liens, security interests, charges and encumbrances. To the best of Seller's knowledge, Seller is the owner of the Inventory, free and clear of any and all mortgages, liens, security interests, charges and encumbrances. All of Seller's Tangible Assets are located at the locations listed on Schedule 4.4. Schedule 4.4 specifies whether each Asset is owned or leased by Seller. All leases, subleases and other agreements under which Seller is lessee or lessor of any property, real or personal, are in full force and effect and constitute legal, valid and binding obligations of Seller enforceable in accordance with their respective terms, and grant the leasehold estates they purport to grant free and clear of all mortgages, liens, security interests, charges or encumbrances whatsoever, except as stated in said Schedule 4.4. There is not, under any of such instruments claimed a default or any event of default or event which with notice or lapse of time or both would constitute an event of default.
Ownership and Transfer of Assets. Section 4.01. The Trust Receipts...................... 10 Section 4.02. [RESERVED].............................. 11 Section 4.03. Repurchase Date......................... 11 Section 4.04. [RESERVED].............................. 11 Section 4.05. Voluntary Transfer of Assets............ 11 Section 4.06. Voluntary Repurchase of Assets.......... 12 Section 4.07. [RESERVED].............................. 13 Section 4.08. Payment of Price Differential........... 13 Section 4.09. Objections of Buyer or Seller........... 14 Section 4.10. No Service Charge for Sale or Transfer of Assets............................... 14 C-i Section 4.11. [RESERVED].............................. 14 Section 4.12. Simultaneous Transfers.................. 14 Section 4.13. Buyer May Reject Assets................. 14 Section 4.14. Persons Deemed Owners................... 14 Section 4.15. Unilateral Transfer of Assets Owned by Seller.................................. 14 Section 4.16. Unilateral Transfer of Assets Owned by a Person Other Than Seller................ 14 Section 4.17. Modification of the Repurchase Date..... 15 Section 4.18. Transfers to Third Parties.............. 15
Ownership and Transfer of Assets. Seller has good and marketable title to all of the Assets free and clear of all mortgages, pledges, security interests, charges, liens, claims, restrictions and encumbrances of any kind (collectively, “Liens”) whatsoever. Upon the sale, assignment, transfer and delivery of the Assets to Buyer hereunder and under the Seller Documents, there will be vested in Buyer good, marketable and indefeasible title to the Assets, free and clear of all Liens.
Ownership and Transfer of Assets. The Seller or the Channel Operators own and have good title to each of the Assets, free and clear of all Liens (other than Permitted Liens), and other than as set forth on Schedule 3.5 of the Company Disclosure Letter, have full power and authority to convey the Assets free and clear of any and all Liens (other than Permitted Liens of the type described in clause (b) of the definition of Permitted Liens). Upon execution and delivery of the Assignment and Assumption Agreement or such other agreement as may be required by local Legal Requirement in form and substance reasonably satisfactory to the Buyer and the receipt of the applicable Consents, the Seller will convey to the Buyer good title to the Assets free and clear of any and all Liens (other than Permitted Liens of the type described in clause (b) of the definition of Permitted Liens).
Ownership and Transfer of Assets