Common use of Title; Condition Clause in Contracts

Title; Condition. (a) The Triton Entities have good and marketable title to all of the Purchased Assets. Notwithstanding anything to the contrary contained herein, the Triton Entities hereby confirm that their assets are generally subject to a security interest that has been granted by the Triton Entities and certain of their Affiliates to Chase Manhattan Bank, as administrative agent ("Administrative Agent"), which security interest will be released at or promptly following Closing in accordance with the terms of a release letter reasonably acceptable to Purchaser (the "Lender's Release"). The Triton Entities will at Closing convey to Purchaser good and marketable title to all Purchased Assets, in each case free and clear of any Lien other than Permitted Liens, subject to the recording by Purchaser or its agent after Closing of the releases to be delivered by the Administrative Agent promptly after compliance with the terms of the Lender's Release. (b) At Closing the Triton Entities will transfer to Purchaser, and Purchaser shall acquire from the Triton Entities, the Purchased Assets in their "AS-IS" condition and state of repair on the Closing Date. EXCEPT AS SET FORTH HEREIN, THE TRITON ENTITIES MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, 12 CONCERNING THE PURCHASED ASSETS, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Appears in 1 contract

Sources: Asset Purchase Agreement (Triton Management Co Inc)

Title; Condition. (a) The Triton Entities have good and marketable title to all of the Purchased Assets. Notwithstanding anything to the contrary contained herein, the Triton Entities hereby confirm that their assets are generally subject to a security interest that has been granted by the Triton Entities and certain of their Affiliates to Chase Manhattan Bank, as administrative agent ("Administrative Agent"), which security interest will be released at or promptly following Closing in accordance with the terms of a release letter reasonably acceptable to Purchaser (the "Lender's Release"). The Triton Entities will at Closing convey to Purchaser good and marketable title to all Purchased Assets, in each case free and clear of any Lien other than Permitted Liens, subject to the recording by Purchaser or its agent after Closing of the releases to be delivered by the Administrative Agent promptly after compliance with the terms of the Lender's Release. (b) At Closing the Triton Entities will transfer to Purchaser, and Purchaser shall acquire from the Triton Entities, the Purchased Assets in their "AS-IS" condition and state of repair on the Closing Date. EXCEPT AS SET FORTH HEREIN, THE TRITON ENTITIES MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, 12 CONCERNING THE PURCHASED ASSETS, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Appears in 1 contract

Sources: Asset Purchase Agreement (Triton Management Co Inc)

Title; Condition. (a1) The Triton Entities have good and marketable title to all of the Purchased Assets. Notwithstanding anything to the contrary contained herein, the Triton Entities hereby confirm that their assets are generally subject to a security interest that has been granted by the Triton Entities and certain of their Affiliates to Chase Manhattan Bank, as administrative agent ("Administrative Agent"), which security interest will be released at or promptly following Closing in accordance with the terms of a release letter reasonably acceptable to Purchaser (the "Lender's Release"). The Triton Entities will at Closing convey to Purchaser good and marketable title to all Purchased Assets, in each case free and clear of any Lien other than Permitted Liens, subject to the recording by Purchaser or its agent after Closing of the releases to be delivered by the Administrative Agent promptly after compliance with the terms of the Lender's Release. (b2) At Closing the Triton Entities will transfer to Purchaser, and Purchaser shall acquire from the Triton Entities, the Purchased Assets in their "AS-IS" condition and state of repair on the Closing Date. EXCEPT AS SET FORTH HEREIN, THE TRITON ENTITIES MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, 12 CONCERNING THE PURCHASED ASSETS, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Appears in 1 contract

Sources: Asset Purchase Agreement (Triton PCS Inc)