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. 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. 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. 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, and such Assets are free and clear of all liens. Transferor has 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 interest relating to, the Assets without penalty or other adverse consequences.
Ownership and Transfer of Assets. The Company 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, and such Assets are free and clear of all liens. The Company has the unrestricted right to contribute, sell, transfer, assign, convey and deliver to DermaSilk 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 interest relating to, the Assets without penalty or other adverse consequences.
Ownership and Transfer of Assets. BII 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, and such Assets are free and clear of all Liens. BII has the unrestricted right to sell, transfer, assign, convey and deliver to Digex 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 interest relating to, the Assets without penalty or other adverse consequences.
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. 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. Except as set forth on Schedule 4.3, 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 Purchaser hereunder and under the Seller Documents, there will be vested in the Purchaser good, marketable and indefeasible title to the Assets, free and clear of all Liens. The Assets include certain intangible assets and properties held for use by Seller in connection with the Business as presently conducted. All of the intangible assets which Purchaser is acquiring pursuant to this Agreement comply in all material respects with applicable laws, ordinances and regulations.
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.
