The Assets Sample Clauses

POPULAR SAMPLE Copied 2 times
The Assets. Except for the Permitted Encumbrances, at the Closing the Buyer shall receive good, clear, record and marketable title to the Assets, free and clear of all liens, liabilities, security interests and encumbrances of any nature whatsoever.
The Assets. The Assets shall include the following, to the extent applicable: 1.2.1 The contracts set forth on Exhibit B (“Assumed Contracts”) which shall include but not be limited to all private cable system bulk service and right of entry or access agreements relating to the provision of cable and/or Internet services to the Properties and all franchise agreements relating to the Properties (“Access Agreements”), programming agreements, tangible personal property owned by the Seller and located on the Properties, including without limitation, all head end equipment, distribution equipment, wiring, conduit, customer premise equipment, spare parts and inventory owned by the Seller and located on the Properties, equipment at the Properties relating to distribution, trunk and distribution pedestals, grounding and pole hardware, cable systems plant, machinery, installed subscribers’ devices, including, without limitation, drop lines, converters and encoders, transformers and fittings, transmission, drop distribution systems and equipment, internal wiring to the extent not owned by the owners of the Properties (“Owners”), and other tangible personal property owned by the Seller, associated with the operation of the System and located on the Properties; the buildings, structures, improvements and fixtures necessary for the operation of the System, owned by the Seller and located on the Properties; all microwave related assets, if any, located on the Properties or used exclusively to provide service to the Properties, any interdiction control units located on the Properties or used exclusively to provide service to the Properties, certain field technical equipment including, but not limited to spectrum analyzers, and related assets; all permits, licenses, certificates, concessions, approvals, consents, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications and authorizations issued, granted, given or otherwise made available by or under the authority of any governmental body or pursuant to any legal requirement or right under any contract with any governmental body related to the Assets or the System and used or owned by the Seller; all refundable deposits and advance payments from subscribers with respect to the System; all rights, claims and causes of action against third parties with respect to the System or the Assets, including, without limitation, any rights, claims and causes...
The Assets. As used herein, the term “Assets” means all of the Company’s properties and assets, including its right, title and interest in, to and under the following, but, notwithstanding any provision herein to the contrary, excluding the Excluded Assets:
The Assets. As used herein, the term “Assets” means all of Sellers’ right, title and interest, real or personal, recorded or unrecorded, movable or immovable, tangible or intangible, in and to the following:
The Assets. The Seller owns outright and has good and marketable title (except for leasehold interests specifically set forth on Schedules 3.6 and 3.
The Assets. Save in relation to the Transferred Intellectual Property Rights, either the Seller or another member of the Seller’s Group has good and valid title to the assets listed in Clause 2.3.1 free and clear of all Encumbrances other than Permitted Encumbrances.
The Assets. As used herein, the term "Assets" refers to all of Seller's right, title and interest in and to the following, excluding however the Excluded Assets (as defined below): A. The oil, gas and/or mineral leases and fee mineral interests specifically described in Exhibit A‑1 (the "Leases"), including without limitation all leasehold estates and interests, all royalty, overriding royalty, production payment, reversionary, net profit, contractual working interests and other similar rights and estates therein, the lands described in Exhibit A‑1 (the "Lands") and the oil, gas and other hydrocarbons ("Hydrocarbons") attributable to the Leases or Lands, including all rights in any pooled, unitized or communitized acreage by virtue of the Lands or Leases being a part thereof and all Hydrocarbons produced from the pool or unit allocated to any such Lands or Leases; B. The ▇▇▇▇▇ specifically described in Exhibit B (the "▇▇▇▇▇"), together with all other oil and gas ▇▇▇▇▇ and all water, injection and disposal ▇▇▇▇▇ on the Lands or on lands pooled, communitized or unitized therewith, and all personal property, equipment, fixtures, improvements, permits, water discharge permits, rights-of-way and easements (including without limitation the rights‑of-way and easements described on Exhibit A‑2) located on the Lands or used in connection with the production, gathering, treatment, processing, storing, transportation, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Section 1.2 A.; C. The unitization, pooling and communitization agreements, declarations and orders, and the units created thereby, all operating agreements and unit operating agreements and all other such agreements relating to the properties and interests described in Sections 1.2 A. and B. and to the production of Hydrocarbons, if any, attributable to said properties and interests, including those which are described in Exhibit C; D. All existing and effective sales, purchase, exchange, gathering and service agreements and other contracts, agreements and instruments which relate, and only insofar as they relate, to the properties and interests described in Sections 1.2 A. through C., and including those which are described in Exhibit C; E. All original files, records and data, including without limitation lease and well files, abstracts, title reports, memoranda and opinions, relating to the items described in Sections 1.2 A. through 1.2 D. maintained by Seller, but...
The Assets. As used herein, the term “Assets” refers to Sellers’ right, title and interest in and to the following:
The Assets. Seller has, or will have on the Closing Date, good and marketable title (which includes leasehold title if applicable) to the Assets to be transferred to Buyer on the Closing Date. Please see Exhibit A in regards to Assets to be transferred.
The Assets. At the Closing Date, WMVT, on behalf of the Acquired Fund, will have good and marketable title to the Assets of the Acquired Fund to be transferred to the corresponding Acquiring Fund pursuant to Section 1.1(a) and will have full right, power and authority to sell, assign, transfer and deliver such Assets hereunder. At the Closing Date, subject only to the delivery of the Assets and the Stated Liabilities and payment therefor as contemplated by this Agreement, the Acquiring Fund will acquire good and marketable title to the Assets of the Acquired Fund, subject to no encumbrances, liens or security interests whatsoever and without any restrictions on their transfer, except as previously disclosed to and accepted by the Acquiring Fund.