Title and Related Matters Sample Clauses
The "Title and Related Matters" clause defines how the title, or legal ownership, of goods or property is handled within the agreement. It typically specifies when and how title passes from one party to another, such as upon delivery, payment, or completion of certain conditions, and may address related issues like risk of loss or required documentation. This clause ensures both parties clearly understand when ownership and associated responsibilities transfer, thereby reducing disputes and clarifying liability during the transaction process.
Title and Related Matters. IACH has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Schedules. Except as set forth in the IACH Schedules, IACH owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S business. Except as set forth in the IACH Schedules, no third party has any right to, and IACH has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH or any material portion of its properties, assets, or rights.
Title and Related Matters. 12 2.17 Litigation...............................................................12 2.18
Title and Related Matters. (a) Except for Permitted Encumbrances, the Company or the Seller, as the case may be, holds an insurable fee simple title to the Real Property and any real property that the Company or its Subsidiaries purports to own.
(b) Except for Permitted Encumbrances, (x) the Seller has good and valid title to the Related Assets (other than the Real Property) which it purports to own, free and clear of all Encumbrances, and (y) the Company and its Subsidiaries have good and valid title to the material assets which they purport to own, free and clear of all Encumbrances.
(c) Assuming they constitute valid and binding agreements of the Buyer (where applicable), the ▇▇▇▇ of Sale and the deeds, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, all the Related Assets to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances).
(d) Assuming they constitute valid and binding agreements of the Buyer (where applicable), the share certificates of Company Common Stock, stock powers, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, the shares of Company Common Stock to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances).
(e) None of the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party to any lease or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement, duly authorized and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of Seller, without any default thereunder of any other party thereto. To the knowledge of Seller, none of the Seller, the Company or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waived.
(f) Sc...
Title and Related Matters. Except as set forth in the CTI schedules, CTI has good and marketable title to all of its properties, inventory, interests in properties, and assets, real and personal, which are reflected in the most recent CTI balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the CTI Schedules. Except as set forth in the CTI Schedules, CTI owns free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with CTI's business. Except as set forth in the CTI Schedules, no third party has any right to, and CTI has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names, or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling, or finding, would have a materially adverse affect on the business, operations, financial condition, income, or business prospects of CTI or any material portion of its properties, assets, or rights.
Title and Related Matters. Except as provided herein or disclosed in the most recent HouseRaising balance sheet and the notes thereto, HouseRaising has good and marketable title to all of its properties, inventory, interests in properties, technology, whether patented or unpatented, and assets, all of which are described in Schedule 3.08 and are reflected in the most recent HouseRaising balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges, or encumbrances, except (i) statutory liens, mortgages, loans or claims not yet delinquent; and (ii) such imperfections of title and easements as do not, and will not, materially detract from, or interfere with, the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties. To the best knowledge of HouseRaising, its technology does not infringe on the copyright, patent, trade secret, know-how, or other proprietary right of any other person or entity and comprises all such rights necessary to permit the operation of the business of HouseRaising as now being conducted or as contemplated.
Title and Related Matters. InvestCo has good and marketable title to all of its properties, interest in properties, and assets, real and personal, (except properties, interest in properties, and assets sold or otherwise disposed of in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except.
Title and Related Matters. The Company has good and marketable title to all of its properties, interest in properties, and assets, real and personal, which are reflected in the Company Reports or acquired after that date (except properties, interest in properties, and assets sold or otherwise disposed of since such date in the Ordinary Course of Business), free and clear of all liens, pledges, charges, or encumbrances except:
(a) statutory liens or claims not yet delinquent;
(b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and
(c) as described in the Company Reports.
Title and Related Matters. (a) Owned Property. Set forth in Schedule 2.14(a) is a description of -------------- all real and personal property owned by the Company. The Company has valid and marketable title to all such property, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) hereto. All properties used in the Company's business operations as of December 31, 1995 are reflected in the Financial Statements in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) hereto.
(b) Leased Property. Set forth in Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by the Company. Except as otherwise set forth in Schedule 2.14(b), the Company's leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Company or any other Person under any such lease, and neither the Porters nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the Company's leases have been paid through the date of this Agreement. Except as set forth in Schedule 2.14(b), neither the Porters nor the Company have received notice that the landlord with respect to any real property or personal property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals. The Porters have delivered, with respect to any leased real or personal property, true and complete copies of all such leases.
Title and Related Matters. CORP has good and marketable title to all of the assets free and clear of all liens, pledges, charges, or encumbrances. CORP owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with CORP and CORP has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of CORP or any material portion of its properties, assets, or rights.
Title and Related Matters. (a) Except as set forth in Disclosure Schedule 3.14(a), Company and its Subsidiaries have good title, and as to owned real property, have good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or carried under any of their names on the Financial Statements of Company or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since December 31, 2005), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Company or incurred in the ordinary course of business after December 31, 2005 and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. Company, or each Company Subsidiary, as applicable, has valid leasehold interests to all assets and properties, real or personal, tangible or intangible, reflected as leased or subleased by Company or any of its Subsidiaries, free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Company or incurred in the ordinary course of business after December 31, 2005 and (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith.
(b) Except as set forth in Disclosure Schedule 3.14(b), all agreements pursuant to which Company or any of its Subsidiaries leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms against the Company or Company Subsidiary party thereto (subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to creditor’s rights and to general principles of equity) and, to the Company’s Knowledge, against the other parties thereto and none of the Company or its Subsidiaries, or, to the Knowledge of the Company, any other party to any such lease or license, is in breach or default, in any material respect, and there is not, under any of such leases or licenses, any event which with notice or lapse of time, or ...