Ownership of the Assets Sample Clauses

Ownership of the Assets. Schedule 2.3(i) hereto sets forth a true, correct and complete list of all claims, liabilities, liens, pledges, charges, encumbrances and equities of any kind affecting the Assets (collectively, the "Encumbrances"). The Seller is, and at the Closing will be, the true and lawful owner of the Assets, and will have the right to sell and transfer to the Buyer good title to the Assets, free and clear of all Encumbrances of any kind, except as set forth on Schedule 2.3(ii) hereto (the "Permitted Encumbrances"). The delivery to the Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good title to the Assets in the Buyer, free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever, except for the Permitted Encumbrances and subject to the lien established by the Security Agreement.
Ownership of the Assets. Except as set forth on Schedule 2.4, ----------------------- ------------ each Seller is the true and lawful owner of the Acquired Assets to be sold by it pursuant to this Agreement. At Closing, the Sellers will be the true and lawful owners of the Acquired Assets and will have the right to sell and transfer to the Buyer good, clear, record and marketable title to the Acquired Assets, free and clear of all Security Interests, liabilities and equities of any kind. The delivery to the Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to the Acquired Assets in the Buyer, free and clear of all Security Interests, liabilities, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever.
Ownership of the Assets. LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.
Ownership of the Assets. (a) The assets and rights of ICX, together with the Transferred Assets and the rights of Purchaser and ICX under this Agreement, the Intellectual Property License Agreement, the Connectivity Services Agreement and the Transition Services Agreement, include all assets, properties and rights (other than Overhead and Shared Services that are not otherwise provided for in the Transition Services Agreement) necessary and sufficient to provide the products and services offered by, and to conduct, the Business substantially in the manner and to the extent currently conducted.
Ownership of the Assets. The Seller has, and the transfer by the Seller of the Assets will pass to the Buyer, good title to the Assets, free and clear of any claims, liens, encumbrances and security interests whatsoever.
Ownership of the Assets. 10.1 The real estate assets such as wells and buildings and their equipment, the wharves, roads, bridges, canals, ports, docks, dams, jetties, water pipes, channels, reservoirs, basins, railroads, land, construction, warehouses, offices, plants, as well as the machines and equipment established permanently in the Delimited Zone, purchased or built by Contractor after the Effective Date, as well as the movables acquired or manufactured by it for the Oil Operations, are property of the State. Contractor will have exclusive use, free of charge of these movables and real estate, as part of the Contract. It may also use them to carry out other Oil Operations governed by other contracts to which it is a party, against payment of a rental calculated appropriately and approved by the Administration. The resulting revenues are posted to the account of the Oil Costs and are deducted from them. They are paid to the State if the Oil Costs still to be recovered correspond only to operating expenses. To cover these goods, the Contractor takes out on behalf of the State, all insurance necessary, as required by current regulations and according to generally admitted practice. The insurance premiums paid for this purpose are included in the Oil Costs. The indemnities received in the event of loss are posted to the account of the Oil Costs and are deducted from them. They are paid back to the State if the Oil Costs remaining to be recovered correspond only to operating expenses, unless they are used to replace goods lost or destroyed or if they correspond to the indemnity of a loss suffered by one or several entities making up Contractor, such as for example operating losses.
Ownership of the Assets. The Seller is and at the Closing will be, the true and lawful owner of the Assets, and will have the right to sell and transfer to the Buyer good, clear and valid title to the Assets, free and clear of any Encumbrances of any kind, except as set forth on Schedule 3.3.
Ownership of the Assets. (a) Seller is, and at the Closing will be, the true and lawful owner of the Assets to be conveyed by Seller, and will have the right to sell and transfer to Buyer good and marketable title to all Assets, free and clear of all Encumbrances, except for the Assumed Liabilities, those Encumbrances listed on Schedule 3.4, the lien of taxes not yet delinquent or the validity of which are being contested in good faith by appropriate actions and other matters, including statutory liens, which would not have a Material Adverse Effect. The delivery to Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to all Assets in Buyer, free and clear of all Encumbrances except for the Assumed Liabilities, those Encumbrances listed on Schedule 3.4, the lien of taxes not yet delinquent or the validity of which are being contested in good faith by appropriate actions and other matters, including statutory liens, which would not have a Material Adverse Effect.
Ownership of the Assets. Sellers hereby represent and warrant the following to Purchaser: