Purchased Assets; Sufficiency Sample Clauses

Purchased Assets; Sufficiency. Seller and the High Plains Entities, taken together, have good and valid title to, or a valid leasehold interest in, the Purchased Assets free and clear of all Liens (other than Permitted Liens). The Purchased Assets include all assets that are owned, leased or licensed by Seller or the High Plains Entities and exclusively or primarily used or exclusively or primarily held for use in the Business, except for the Excluded Assets. Except as set forth on Schedule 2.17, the Purchased Assets constitute all the assets and properties (including Purchased Contracts and FCC Licenses), whether tangible or intangible, whether personal, real or mixed, wherever located, that are used in the Business and are sufficient to conduct the Business in the manner in which it is conducted on the date hereof and as of the Closing Date.
Sample 1
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Purchased Assets; Sufficiency. (a) AstraZeneca has, or its Affiliates have, good title to, or valid contract rights in, as applicable, the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances.
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Purchased Assets; Sufficiency. Seller has good and valid title to, or a valid leasehold interest in, the Purchased Assets free and clear of all Liens (other than Permitted Liens). The Purchased Assets include all assets that are owned, leased or licensed by Seller and exclusively or primarily used or exclusively or primarily held for use in the Business, except for the Excluded Assets. Except as set forth on Schedule 2.17, the Purchased Assets constitute all the assets and properties (including Purchased Contracts and FCC Licenses), whether tangible or intangible, whether personal, real or mixed, wherever located, that are used in the Business and are sufficient to conduct the Business in the manner in which it is conducted on the date hereof and as of the Closing Date.
Sample 1
Purchased Assets; Sufficiency. Seller is the sole and exclusive legal and equitable owner of all right, title and interest in and has good and marketable title to all of the Purchased Assets. None of the Purchased Assets, is, or at Closing will be, subject to (a) any title defect or objection; (b) any contract of lease, license or sale; (c) any security interest, mortgage, pledge, lien, charge or encumbrance of any kind or character, direct or indirect, whether accrued, absolute, contingent or otherwise (other than liens securing debt which will be released at Closing, and liens arising by operation of law which will not continue with respect to the Purchased Assets upon their acquisition by Buyer ("PERMITTED LIENS"); (d) any royalty or commission arrangement; or (e) any claim, covenant or restriction. All of the Purchased Assets are in good operating condition and repair (reasonable wear and tear excepted) and are suitable for the purposes for which they are presently being used. The Purchased Assets will furnish Buyer with all of the assets, capacity and rights presently employed by Buyer in conducting the Business, except with respect to the Excluded Assets.
Sample 1
Purchased Assets; Sufficiency. Except as set forth on Schedule 2.17, Sellers have good and valid title to, or a valid leasehold interest in, the Purchased Assets free and clear of all Liens (other than Permitted Liens). The Purchased Assets include all assets that are owned, leased or licensed by any Seller and exclusively or primarily used or exclusively or primarily held for use in the Business, except for the Excluded Assets. Except as set forth on Schedule 2.17, the Purchased Assets constitute all the material assets and properties (including Material Contracts and FCC Licenses), whether tangible or intangible, whether personal, real or mixed, wherever located, that are used in the Business and are sufficient to conduct the Business in the manner in which it is conducted on the date hereof and as of the Closing Date.
Sample 1

Related to Purchased Assets; Sufficiency

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Title to Assets; Sufficiency of Assets (a) GFI and the Subsidiaries of GFI have good and valid title to, or valid leasehold interests in, and immediately following the consummation of the Transactions and after giving effect thereto, the CME Retained Subsidiaries will have good and valid title to, or valid leasehold interests in or valid right to use, all material assets, properties and rights of the Trayport Business and the FENICS Business, free and clear of Liens other than Permitted Liens.

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • Other Assets Sold Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall receive payment for and deliver other Assets for the account of a Fund as provided in Instructions.

  • Title to Assets; Real Property (a) The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • Title to Assets; Encumbrances Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances. Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all encumbrances.

  • Other Assets Purchased Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall pay for and receive other Assets for the account of a Fund as provided in Instructions.

  • Title to Assets and Properties Except as set forth in Section 4.6 of the Disclosure Schedule, the Companies and their Subsidiaries have good and marketable title to, or valid leasehold interests in, their assets and properties sufficient to operate such properties and to conduct their businesses as currently conducted, except for (a) the Permitted Encumbrances (as defined below) and (b) other defects in such titles, or any easements, restrictive covenants or similar encumbrances that have not had and would not reasonably be expected to be materially adverse to the Companies and their Subsidiaries and their respective assets. For purposes of this Agreement, “Permitted Encumbrances” mean: (i) encumbrances for assessments, taxes, water, sewer and other similar charges not yet delinquent or that either Company or any of their Subsidiaries is contesting in good faith through appropriate proceedings; provided that adequate reserves have been established with respect thereto; (ii) easements or reservations thereof, rights of way, highway and railroad crossings, sewers, electric and other utility lines, telegraph and telephone lines, zoning, building code and other covenants, conditions and restrictions as to the use of the Real Property that do not affect or interfere in an material way with the use of such Real Property by the Companies and their Subsidiaries; (iii) encumbrances listed on Section 4.6 of the Disclosure Schedule; (iv) liens securing the claims of materialmen, landlords and others provided payment is not yet delinquent; (v) any leases, subleases or licenses listed on Section 4.6 of the Disclosure Schedule; (vi) all encumbrances relating to liens securing borrowed money to be released at or prior to the Closing, all of which are listed on Section 4.6 of the Disclosure Schedule; (vii) any and all matters and encumbrances (including, without limitation, fee mortgages or ground leases) affecting the leased real property of the Companies or their Subsidiaries, not created or granted by the Companies or their Subsidiaries, but only to the extent that such matters and encumbrances (1) do not materially interfere with the right of the Companies or their Subsidiaries to use any of the leased real property, or (2) are not Known to Seller (it being understood that reasonable investigation for purposes of this clause (vii) will not require GEC or Seller to conduct title searches with respect to such real property); and (viii) any subordination or attornment agreement between either of the Companies or any of their Subsidiaries and the lender for any of the landlords of either of the Companies or any of their Subsidiaries, all of which are listed on Section 4.6 of the Disclosure Schedule.

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