Common use of Title to Acquired Assets Clause in Contracts

Title to Acquired Assets. Except as specifically set forth in this Agreement, Seller has, or will have on the Closing Date, title to all of the Acquired Assets, free and clear of all liens, judgments, pledges, title defects, Encumbrances, leases, security interests (UCC or otherwise, including without limitation, any and all active liens on Acquired Assets included in the list set forth on Schedule 4.7, security agreements, chattel mortgages, conditional sale contracts, collateral security agreements, leases and other title or interest retention arrangements), actions, claims, charges, conditions or restrictions of any nature whatsoever. Notwithstanding the foregoing, title to the Acquired Assets shall be subject to all Assumed Liabilities assumed by Buyer pursuant to Section 2.3. Except for merchandise and other property sold or used in the ordinary course of business, Seller has not entered into any contract, commitment or arrangement that would cause any of the Acquired Assets to be subject to any security interest, claim, equity, pledge, mortgage, lien (including, without limitation, mechanics’ and materialmen’s liens) or Encumbrances whatsoever which will exist or come into existence after the Closing Date.

Appears in 6 contracts

Samples: Agreement for Purchase and Sale of Assets, Agreement for Purchase and Sale, Agreement for Purchase and Sale of Assets

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Title to Acquired Assets. ‌ . Except as specifically set forth in this Agreement, Seller has, or will have on the Closing Date, title to all of the Acquired Assets, free and clear of all liens, judgments, pledges, title defects, Encumbrances, leases, security interests (UCC or otherwise, including without limitation, any and all active liens on Acquired Assets included in the list set forth on Schedule 4.7, security agreements, chattel mortgages, conditional sale contracts, collateral security agreements, leases and other title or interest retention arrangements), actions, claims, charges, conditions or restrictions of any nature whatsoever. Notwithstanding the foregoing, title to the Acquired Assets shall be subject to all Assumed Liabilities assumed by Buyer pursuant to Section 2.3. Except for merchandise and other property sold or used in the ordinary course of business, Seller has not entered into any contract, commitment or arrangement that would cause any of the Acquired Assets to be subject to any security interest, claim, equity, pledge, mortgage, lien (including, without limitation, mechanics’ and materialmen’s liens) or Encumbrances whatsoever which will exist or come into existence after the Closing Date.

Appears in 2 contracts

Samples: Agreement for Purchase and Sale of Assets, Agreement for Purchase and Sale of Assets

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Title to Acquired Assets. Except as specifically set forth in this Agreement, Seller has, or will have on the Closing Date, title to all of the Acquired Assets, free and clear of all liens, judgments, pledges, title defects, Encumbrances, leases, security interests (UCC or otherwise, including without limitation, any and all active liens on Acquired Assets included in the list set forth on Schedule 4.74.6, security agreements, chattel mortgages, conditional sale contracts, collateral security agreements, leases and other title or interest retention arrangements), actions, claims, charges, conditions or restrictions of any nature whatsoever. Notwithstanding the foregoing, title to the Acquired Assets shall be subject to all Assumed Liabilities assumed by Buyer pursuant to Section 2.3. Except for merchandise and other property sold or used in the ordinary course of business, Seller has not entered into any contract, commitment or arrangement that would cause any of the Acquired Assets to be subject to any security interest, claim, equity, pledge, mortgage, lien (including, without limitation, mechanics’ and materialmen’s liens) or Encumbrances whatsoever which will exist or come into existence after the Closing Date.

Appears in 1 contract

Samples: Agreement for Purchase and Sale of Assets

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