Ownership of Assets and Related Matters Sample Clauses

Ownership of Assets and Related Matters. (a) NO THIRD PARTY OPTIONS. There are no existing agreements, options, commitments or rights with, of or to any person (other than the Purchaser pursuant to this Agreement) to acquire any assets, properties or rights included in the Assets or any interest therein.
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Ownership of Assets and Related Matters. (a) REAL PROPERTY.
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Ownership of Assets and Related Matters. Seller owns good and marketable title to or a valid leasehold in all of the Included Assets, free and clear of any and all Liens other than such encumbrances or imperfections of title as are set forth in Part II of Schedule 2.9 hereto. The Liens described in Part II of Schedule 2.9 are referred to as "Permitted Liens." On the Closing Date, Seller shall transfer and vest in Purchaser good and marketable title to all of the Included Assets, subject to only the Permitted Liens. The Included Assets include all assets of Seller that are used by Seller or necessary in the current operation of the Business. All of the Included Assets are free from material defects and are in good operating condition and repair (subject to normal wear and tear, maintenance and obsolescence) and are usable in the regular and ordinary course of business and conform to all applicable Laws relating thereto.
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Ownership of Assets and Related Matters. Seller has transferred to Purchaser as of the date hereof good and valid title to all of the Assets, free and clear of all liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever, other than such encumbrances or imperfections of title as are set forth in Schedule 3.3 hereto. The liens, encumbrances and restrictions described in Schedule 3.3 hereto are hereinafter collectively referred to as "Permitted Liens." All of the Assets that constitute tangible property are in good operating condition and repair subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations applicable thereto.
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Ownership of Assets and Related Matters. (a) The finished goods and grey bag Inventory (i) is useable or saleable in the ordinary course of business, (ii) is sufficient but not excessive in kind or amount for the conduct of the Business as it is presently being conducted and (iii) is carried on the books of Seller at an amount which reflects valuations not in excess of the cost as determined in accordance with generally accepted accounting principles applied on a consistent basis.
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Ownership of Assets and Related Matters. (a) REAL PROPERTY. SCHEDULE 3.5(a)(i) sets forth a correct and complete list of all the Real Property. The legal description of each parcel of Real Property attached to the deeds conveying such Real Property on the Closing Date shall be consistent with the legal description used upon such parcel's acquisition by Bloor and, if requested by Purchaser, subject to change or correction on the Closing Date as shall be necessary or appropriate to conform to the descriptions used in the title insurance commitments referred to in Section 5.15 to the extent obtained. At the Closing, Bloor shall convey to Purchaser by recordable special or limited warranty deed Bloor's right, title and interest in and to the Real Property and by recordable assignment all of Bloor's right, title and interest as lessee in and to the Real Property Leases. The Real Property and Real Property Leases include all real property owned or leased by Bloor that is used or held for use in the Business except the Websxxx Xxxp. Bloor's conveyance of the Real Property and its assignment of the Real Property Leases shall be subject only to the following matters and exceptions ("Permitted Exceptions"): (i) with respect to the Real Property (A) liens for taxes, assessments or governmental charges or levies which are neither delinquent nor due and payable as of the Closing Date, and (B) zoning, building or other restrictions, variances, covenants, rights-of-way, encumbrances, easements and agreements, none of which, individually or in the aggregate, shall, in Purchaser's reasonable judgment, interfere in any material respect with the use or occupancy of any of the Real Property or Real Property Leases in the manner any of such parcels is currently being used and (ii) with respect to the Real Property Leases, the terms and conditions of such leases. If, prior to the Closing Date, Purchaser shall give Bloor notice of Unpermitted Exceptions, as defined herein, pursuant to Section 5.17, Bloor shall clear and remove or otherwise deal with such Unpermitted Exceptions as provided in Section 5.17. Except as set forth in SCHEDULE 3.5(a)(iii), Bloor is in possession of all of the Real Property and all buildings, structures, fixtures and improvements located thereon. None of the Excluded Real Property is used in the Business except the Websxxx Xxxp, and none of the Excluded Real Property is contiguous (including by virtue of being across a public right-of-way) to any of the Real Property. Sellers have heretofore m...
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Ownership of Assets and Related Matters. The Company has good, marketable and valid title to the Assets and each Asset is free and clear of any Encumbrance. On the Closing Date, the Purchaser shall acquire all of the Company's right, title and interest in, to and under (subject to such being assumed and assigned in accordance herein), all of the Assets, in each case free and clear of Encumbrances other than the Assumed Liabilities. Without limitation to the foregoing, the Company has acquired from IAO and as at the date of this Agreement has good, marketable and valid title to the Assets, free and clear of any Encumbrance.
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Ownership of Assets and Related Matters. (i) The capital structure of Seller, including the number of authorized, issued and outstanding shares of capital stock are listed on PART A OF EXHIBIT 5B(I), attached hereto. Owners own, both beneficially and of record, all of the issued and outstanding shares of capital stock, equity or equity equivalents in and to Seller. Seller has and will have, at Closing, good and marketable title to, or a valid and transferable leasehold interest in, all of the Assets, except for such Assets as may be sold or otherwise disposed of between the date hereof and the Closing Date in the ordinary course of business. No other "PERSON" (as defined in Section 15M hereof) has any fee, leasehold or equitable interest in and to the Assets, except as set forth on PART B OF EXHIBIT 5B(I). Except as set forth on PART B OF EXHIBIT 5B(I), on the Closing Date, the Assets will be free and clear of all of the following (hereinafter collectively referred to as "ENCUMBRANCES"): security interests, liens, pledges, claims, charges, escrows, encumbrances, options, rights of first refusal, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral, encumbering title in any way, other than the Encumbrances created hereby. None of the Selling Parties has any direct or indirect financial stake in any Person which has an interest in any assets used in conducting the Business, except for Owners' fee interest in the real property located at Route 2, Arlington, KY 42021.
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Ownership of Assets and Related Matters 
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Related to Ownership of Assets and Related Matters

  • Ownership of Assets The Company and its subsidiaries have good and marketable title to all property (whether real or personal) described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus as being owned by them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus. The property held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Company or its subsidiaries.

  • Ownership of Assets of the Trust Title to all of the assets of the Trust shall at all times be considered as vested in the Trust, except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other Person as nominee, on such terms as the Trustees may determine. Upon the resignation, incompetency, bankruptcy, removal, or death of a Trustee he or she shall automatically cease to have any such title in any of the Trust Property, and the title of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered. The Trustees may determine that the Trust or the Trustees, acting for and on behalf of the Trust, shall be deemed to hold beneficial ownership of any income earned on the securities owned by the Trust, whether domestic or foreign.

  • Conduct of Business of Parent Except as contemplated by this Agreement, from the date of this Agreement until the Effective Time, Parent will not do, and will not permit any of its subsidiaries to do, any of the following without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed):

  • Contribution of Assets Subject to and upon the terms and conditions contained herein, on the Closing Date, Dentist shall convey, transfer, deliver and assign to Pentegra or any affiliate of Pentegra designated by Pentegra all of Dentist's right, title and interest in and to those certain assets described on EXHIBIT 1.1 attached hereto (individually, "Asset", and collectively "Assets"), free and clear of all obligations, security interests, claims, liens and encumbrances, except as specifically assumed, or taken subject to, by Pentegra pursuant to SECTION 1.3(b) hereof.

  • Conduct of Business by the Company Pending the Merger The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets and the business organization of the Group Companies in all material respects, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Condition of Assets 4 2.10 TITLE TO AND ENCUMBRANCES ON PROPERTY . . . . . . . . . . . . . . . . . . 4 2.11 INVENTORIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.12 INTELLECTUAL PROPERTY RIGHTS; NAMES . . . . . . . . . . . . . . . . . . . 4 2.13

  • Description of Assets Upon the terms and subject to the conditions set forth in this Agreement, Seller does hereby grant, convey, sell, transfer and assign to Buyer all of its right, title and interest in and to all of the assets, properties and contractual rights owned by Seller or used by Seller in connection with the Business, wherever located, except for the Excluded Assets (as hereinafter defined), including, but not limited to, the following:

  • CONDUCT OF BUSINESSES PENDING THE MERGER Section 5.01 Conduct of Business by the Company Pending the Merger. Prior to the Effective Time, unless Parent or Acquisition Corp. shall otherwise agree in writing or as otherwise contemplated by this Agreement:

  • Limitation on Sales of Assets and Subsidiary Stock (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:

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