Common use of Title to Acquired Assets Clause in Contracts

Title to Acquired Assets. The Seller is the lawful owner of, has good and valid record and marketable title to, and has the full right to sell, convey, transfer, assign and deliver the Acquired Assets, without any restrictions of any kind whatsoever, except for Permitted Encumbrances. Except for encumbrances described on SCHEDULE 6.8 hereto and except for Permitted Encumbrances, all of the Acquired Assets are, or on the Closing Date will be, free and clear of any security interests, liens, claims, charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances of any kind, material defects as to title or restrictions against the transfer or assignment thereof (collectively, "ENCUMBRANCES"), and, to the knowledge of the Seller, there are no filings under the Uniform Commercial Code or similar statute in any jurisdiction showing the Seller as a debtor which creates or perfects or which purports to create or perfect any Encumbrance in or on any of the Acquired Assets. At and as of the Closing, the Seller will convey the Acquired Assets to the Buyer by deeds, invoice, bills of sale, certificates of title and instruments of assignment and transfer effective to vest in the Buyer, and the Buyer will have, good and valid record and marketable title to all of the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances, or encumbrances created by Buyer. For purposes of this Agreement, a "PERMITTED ENCUMBRANCE" shall mean (i) minor imperfections of title and encumbrances, if any, which are not substantial in amount, do not detract from the value of the property subject thereto and do not preclude or materially adversely affect the continued use of the property to which they relate as used in the operation of the Seller's Business as currently conducted, (ii) liens specifically listed on SCHEDULE 3 as Permitted Encumbrances on Acquired Assets which secure specified liabilities which will be part of the Assumed Obligations as set forth on SCHEDULE 3 and (iii) liens for current Taxes not yet due which shall be pro-rated as set forth in Section 5.1.

Title to Acquired Assets. The Seller is the lawful owner of, and has good and valid record and marketable title to, all of the Acquired Assets, and has the full right to sell, convey, transfer, assign and deliver the Acquired Assets, without any restrictions the need to obtain the consent or approval of any kind whatsoeverthird party, except for Permitted Encumbrancesas disclosed on Schedule 6.12 hereto. Except for encumbrances liens and security interests described on SCHEDULE 6.8 hereto and except for said Schedule 6.12 (the "Permitted Encumbrances," which term shall specifically be deemed to include any liens and encumbrances disclosed in the title insurance policy (the "Title Policy") relating to the Seller's real property, specifically the First American Title Insurance Company Policy No. 20287494 dated October 1, 1997, Schedule B-1, Items 2 through 6, and 8 through 23 (provided the Buyer shall be reasonably satisfied with said liens and encumbrances after its due diligence investigation pursuant to Section 9.8 hereof), and liens and encumbrances for real estate taxes not yet due and payable), all of the Acquired Assets are, or on the Closing Date will be, are free and clear of any security interests, liens, claims, charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances and security interests of any kind, material defects as to title or restrictions against the transfer or assignment thereof (collectively, "ENCUMBRANCES"), and, to the knowledge of the Seller, there are no filings under the Uniform Commercial Code or similar statute in any jurisdiction showing the Seller as a debtor which creates or perfects or which purports to create or perfect any Encumbrance in or on any of the Acquired Assetsthereof. At and as of the Closing, the Seller will convey the Acquired Assets to the Buyer by deeds, invoice, bills of sale, certificates of title and other instruments of assignment and transfer effective in each case to vest in the Buyer, and the Buyer will have, good and valid record and marketable clear title to all of the Acquired Assets, free and clear of all Encumbrances other than liens and encumbrances of any nature, except the Permitted Encumbrances, or encumbrances created by Buyer. For purposes of this Agreement, a "PERMITTED ENCUMBRANCE" shall mean (i) minor imperfections of title and encumbrances, if any, which are not substantial in amount, do not detract from the value of the property subject thereto and do not preclude or materially adversely affect the continued use of the property to which they relate as used in the operation of the Seller's Business as currently conducted, (ii) liens specifically listed on SCHEDULE 3 as Permitted Encumbrances on Acquired Assets which secure specified liabilities which will be part of the Assumed Obligations as set forth on SCHEDULE 3 and (iii) liens for current Taxes not yet due which shall be pro-rated as set forth in Section 5.1.

Title to Acquired Assets. The Seller is Except as set forth on Schedule 5.9, the lawful owner of, has good Sellers have valid and valid record and marketable enforceable title toor interest in or to all of the Acquired Assets, and has have the full right to sell, convey, transfer, assign and deliver the Acquired Assets, without any restrictions the need to obtain the consent or approval of any kind whatsoever, except for Permitted Encumbrancesthird party. Except for encumbrances described on SCHEDULE 6.8 hereto and except for Permitted EncumbrancesEncumbrances (as defined below), all of the Acquired Assets are, or on the Closing Date will be, are free and clear of any security interests, liens, claims, charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances of any kind, material defects as to title or restrictions against the transfer or assignment thereof (collectively, "ENCUMBRANCES"“Encumbrances”). Except as set forth on Schedule 5.9 and except for the Equipment and tangible personal property held by the Sellers under the Personal Property Leases, andwhich Equipment and tangible personal property is in “as is, where is” condition, to the knowledge of the Seller’s knowledge, there are no filings under the Uniform Commercial Code or similar statute in any jurisdiction showing the Seller as a debtor which creates or perfects or which purports to create or perfect any Encumbrance in or on any all of the Acquired AssetsAssets are in good condition and repair (reasonable wear and tear excepted) and are reasonably adequate to carry on the Business on substantially the same basis as presently conducted; assuming however, that the Buyer provides the necessary managerial, administrative and accounting personnel and systems to oversee and administer operation of the Business. At and as of the Closing, the Seller Sellers will convey the Acquired Assets to the Buyer by deeds, invoice, bills of sale, certificates of title and other instruments of assignment and transfer effective in each case to vest in the Buyer, and the Buyer will have, good valid and valid record and marketable enforceable title or interest in or to all of the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances, (a) those identified in Schedule 5.9 ; (b) those for Taxes and other governmental assessments or encumbrances created by Buyer. For purposes of this Agreement, a "PERMITTED ENCUMBRANCE" shall mean (i) minor imperfections of title charges not yet due and encumbrances, if any, payable or which are not substantial being contested in amountgood faith and by appropriate proceedings; (c) any other Encumbrances which in the aggregate relate to claims totaling less than $5,000, do not materially detract from the value or transferability of the property or assets subject thereto and do not preclude or materially adversely affect interfere with the continued present use of the property to which they relate as used and have no arisen other than in the operation ordinary course of the Seller's Business as currently conducted, (ii) liens specifically listed on SCHEDULE 3 as Permitted Encumbrances on Acquired Assets which secure specified liabilities which will be part of the Assumed Obligations as set forth on SCHEDULE 3 business; and (iiid) liens for current Taxes not yet due which shall be pro-rated as set forth in Section 5.1rights, claims, interests, restrictions and agreements of or with the landlords under the Real Property Leases and of or with the lessors under the Personal Property Leases (“Permitted Encumbrances”).

Title to Acquired Assets. The Except as set forth on Schedule 6.9, Seller is has valid and enforceable title or interest in or to all of the lawful owner of, has good and valid record and marketable title toAcquired Assets, and has the full right to sell, convey, transfer, assign and deliver the Acquired Assets, without any restrictions the need to obtain the consent or approval of any kind whatsoever, except for Permitted Encumbrancesthird party. Except for encumbrances described on SCHEDULE 6.8 hereto and except for Permitted EncumbrancesEncumbrances (as defined below), all of the Acquired Assets are, or on the Closing Date will be, are free and clear of any security interests, liens, claims, charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances of any kind, material defects as to title or restrictions against the transfer or assignment thereof (collectively, "ENCUMBRANCES"“Encumbrances”). Except as set forth on Schedule 6.9, and, to the knowledge of the Seller, there are no filings under the Uniform Commercial Code or similar statute in any jurisdiction showing the Seller as a debtor which creates or perfects or which purports to create or perfect any Encumbrance in or on any all of the Acquired AssetsAssets are in good condition and repair (reasonable wear and tear excepted) and are adequate in all material respects to carry on the Program as presently conducted. At and as of the Closing, the Seller will convey the Acquired Assets to the Buyer by deeds, invoice, bills of sale, certificates of title and other instruments of assignment and transfer effective in each case to vest in the Buyer, and the Buyer will have, good valid and valid record and marketable enforceable title or interest in or to all of the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances, (a) those identified in Schedule 6.9; (b) those for Taxes and other governmental assessments or encumbrances created by Buyer. For purposes of this Agreement, a "PERMITTED ENCUMBRANCE" shall mean charges not yet due and payable; and (ic) minor imperfections of title and encumbrances, if any, any other Encumbrances which are not substantial in amountthe aggregate relate to claims totaling less than $5,000, do not materially detract from the value or transferability of the property or assets subject thereto and do not preclude or materially adversely affect interfere with the continued present use of the property to which they relate as used and have no arisen other than in the operation Ordinary Course of the Seller's Business as currently conducted, (ii) liens specifically listed on SCHEDULE 3 as “Permitted Encumbrances on Acquired Assets which secure specified liabilities which will be part of the Assumed Obligations as set forth on SCHEDULE 3 and (iii) liens for current Taxes not yet due which shall be pro-rated as set forth in Section 5.1Encumbrances”).

Title to Acquired Assets. The Seller is Sellers are the lawful owner owners of, has have good and valid record and marketable title to, and has or in the full right case of leased or licensed Acquired Assets, have valid leasehold interests in or valid licenses to selluse, convey, transfer, assign and deliver the Acquired Assets, without any restrictions of any kind whatsoever, except for Permitted Encumbrances. Except for encumbrances described as set forth on SCHEDULE 6.8 hereto and except for Permitted EncumbrancesSchedule 6.03, all of the Acquired Assets are, or on the Closing Date will be, are held by Sellers free and clear of any security interestsinterest, liens, claims, charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances of any kind, material defects as to title or restrictions against the transfer or assignment thereof (collectively, "ENCUMBRANCES"“Encumbrances”), andexcept for (a) encumbrances or liens created by this Agreement; (b) mechanics’, to carriers’, workmen’s, warehousemen’s, repairmen’s or other like liens arising in the knowledge ordinary course of business and securing obligations not yet due; (c) encumbrances or liens for taxes and other governmental obligations not yet due or being contested in good faith and fully reserved against on the books of the Seller, there are no filings under the Uniform Commercial Code or similar statute in any jurisdiction showing the respective Seller as a debtor which creates or perfects or which purports to create or perfect any Encumbrance in or on any of the specific Acquired AssetsAssets to which they relate; and (d) encumbrances or liens listed on Schedule 6.03 (collectively, “Permitted Encumbrances”). At and as of the Closing, the Seller Sellers will convey the Acquired Assets to the Buyer Purchaser by deeds, invoice, bills of sale, certificates of title title, and instruments of assignment and transfer effective to vest in the BuyerPurchaser, and the Buyer Purchaser will have, have good and valid record and marketable title to, or in the case of leased or licensed Acquired Assets, valid leasehold interests in or valid licenses to use, all of the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances, or encumbrances created by Buyer. For purposes of this Agreement, a "PERMITTED ENCUMBRANCE" shall mean (i) minor imperfections of title and encumbrances, if any, which are not substantial in amount, do not detract from the value of the property subject thereto and do not preclude or materially adversely affect the continued use of the property to which they relate as used in the operation of the Seller's Business as currently conducted, (ii) liens specifically listed on SCHEDULE 3 as Permitted Encumbrances on Acquired Assets which secure specified liabilities which will be part of the Assumed Obligations as set forth on SCHEDULE 3 and (iii) liens for current Taxes not yet due which shall be pro-rated as set forth in Section 5.1.

Title to Acquired Assets. The Each Seller is the lawful sole owner ofof and possesses all other rights in, and has good and valid record and marketable title to, all of the Acquired Assets, and to its knowledge, other than as described in Schedule 5.9. Each Seller has the full right to sell, convey, transfer, assign and deliver the Acquired Assets, without any restrictions the need to obtain the consent or approval of any kind whatsoeverother party, except for Permitted Encumbrancesother than the consents and approvals listed on Schedule 5.9. Except for encumbrances liens described on SCHEDULE 6.8 Schedule 5.9 hereto and except for Permitted Encumbranceswhich secure Indebtedness, all of the Acquired Assets are, or on the Closing Date will be, (provided however that with respect to Assumed Contracts – only Sellers’ rights pursuant to such contracts) are entirely free and clear of any security interests, liens, claimsattachments, claims (including claims of the Israeli government or any agency thereof), charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances of any kind, material defects as to title or restrictions against the transfer or assignment thereof (collectively, "ENCUMBRANCES"“Encumbrances”). Except as set forth in Schedule 5.9, and, to the knowledge all of the Seller, there Equipment and Inventory are no filings under in good condition and repair (reasonable wear and tear excepted) and are adequate and sufficient to carry on the Uniform Commercial Code or similar statute in any jurisdiction showing the Seller Business as a debtor which creates or perfects or which purports to create or perfect any Encumbrance in or on any of the Acquired Assetspresently conducted. At Closing and as of the ClosingCut Off Date, the Seller Sellers will convey the Acquired Assets to the Buyer by deeds, invoice, bills of sale, certificates of title and other instruments of assignment and transfer effective in each case to vest in the Buyer, and the Buyer will have, good and valid record and marketable title to all of the Acquired AssetsAssets (provided however that with respect to Assumed Contracts – only Sellers’ rights pursuant to such contracts), free and clear of all Encumbrances other than Permitted Encumbrances, or encumbrances created by Buyer. For purposes of this Agreement, a "PERMITTED ENCUMBRANCE" shall mean (i) minor imperfections of title and encumbrances, if any, which are not substantial in amount, do not detract from the value of the property subject thereto and do not preclude or materially adversely affect the continued use of the property to which they relate as used in the operation of the Seller's Business as currently conducted, (ii) liens specifically listed on SCHEDULE 3 as Permitted Encumbrances on Acquired Assets which secure specified liabilities which will be part of the Assumed Obligations as set forth on SCHEDULE 3 and (iii) liens for current Taxes not yet due which shall be pro-rated as set forth in Section 5.1.

Title to Acquired Assets. The Seller is the lawful sole owner ofof and possesses all other rights in, and has good and valid record and marketable title to, all of the Acquired Assets, and no third party has any rights thereto or therein. The Seller has the full right to sell, convey, transfer, assign and deliver the Acquired Assets, without any restrictions the need to obtain the consent or approval of any kind whatsoeverother party, except for Permitted Encumbrancesother than the consents and approvals listed on SCHEDULE 5.9. Except for encumbrances liens described on SCHEDULE 6.8 5.9 hereto which secure Indebtedness and except for Permitted Encumbranceswhich will be discharged at or prior to the Closing, all of the Acquired Assets are, or on the Closing Date will be, are entirely free and clear of any security interests, liens, claimsattachments, claims (including claims of the Israeli government or any agency thereof), charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances of any kind, material defects as to title or restrictions against the transfer or assignment thereof (collectively, "ENCUMBRANCES"), and, to the knowledge of the Seller, there are no filings under the Uniform Commercial Code or similar statute in any jurisdiction showing the Seller as a debtor which creates or perfects or which purports to create or perfect any Encumbrance in or on any . All of the Acquired AssetsAssets are in good condition and repair (reasonable wear and tear excepted) and are adequate and sufficient to carry on the Business as presently conducted and as proposed to be conducted. At and as of the Closing, the Seller will convey the Acquired Assets to the Buyer by deeds, invoice, bills of sale, certificates of title and other instruments of assignment and transfer effective in each case to vest in the Buyer, and the Buyer will have, good and valid record and marketable title to all of the Acquired Assets, free and clear of all Encumbrances Encumbrances, other than Permitted Encumbrances, or encumbrances created by Buyer. For purposes of this Agreement, a "PERMITTED ENCUMBRANCE" shall mean (i) minor imperfections of title and encumbrances, if any, which are not substantial as stated in amount, do not detract from the value of the property subject thereto and do not preclude or materially adversely affect the continued use of the property to which they relate as used in the operation of the Seller's Business as currently conducted, (ii) liens specifically listed on SCHEDULE 3 as Permitted Encumbrances on Acquired Assets which secure specified liabilities which will be part of the Assumed Obligations as set forth on SCHEDULE 3 and (iii) liens for current Taxes not yet due which shall be pro-rated as set forth in Section 5.15.9.

Title to Acquired Assets. The Seller is Except (a) for mortgages and other liens described on Schedule 6.7 hereto which will be discharged at or prior to the Closing, (b) restrictions on transfer referred to in Section 6.3 or 6.4, and (c) for Permitted Encumbrances (as defined below), the Sellers are the lawful owner owners of, has have good and valid record (as applicable) and marketable title to, and has have the full right to sell, convey, transfer, assign and deliver the Acquired Assets, without any restrictions of any kind whatsoever, except for Permitted Encumbrances. Except for encumbrances described on SCHEDULE 6.8 hereto Assets as contemplated by this Agreement and except for Permitted Encumbrances, all of the Acquired Assets are, or on the Closing Date will be, are free and clear of any security interests, liens, claims, charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances of any kind, material defects as to title or restrictions against the transfer or assignment thereof (collectively, "ENCUMBRANCES")“Encumbrances”) other than any Encumbrances that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. Except as expressly provided in this Agreement, and, to the knowledge of the Seller, there are no filings under the Uniform Commercial Code or similar statute in any jurisdiction showing the Seller as a debtor which creates or perfects or which purports to create or perfect any Encumbrance in or on any of the Acquired Assets. At at and as of the Closing, the Seller Sellers will convey the Acquired Assets to the Buyer Sub by deeds, invoice, bills of sale, certificates of title and instruments of assignment and transfer effective to vest in the BuyerBuyer Sub, and the Buyer Sub will havereceive, good and valid record (as applicable) and marketable title to to, all of the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances, or encumbrances created by Buyer. For purposes of this Agreement, a "PERMITTED ENCUMBRANCE" shall mean except for Encumbrances that (i) minor imperfections arise out of title Taxes not in default and encumbrancespayable without penalty or interest, if any, which are not substantial in amount, do not detract from the value of the property subject thereto and do not preclude or materially adversely affect the continued use of the property to which they relate as used in the operation of the Seller's Business as currently conducted, (ii) liens specifically listed on SCHEDULE 3 as represent the rights of customers, suppliers and subcontractors in the ordinary course of business under contracts or under general principles of commercial law and that will not individually and in the aggregate have a Material Adverse Effect (collectively, “Permitted Encumbrances on Acquired Assets which secure specified liabilities which will be part of the Assumed Obligations as set forth on SCHEDULE 3 and (iii) liens for current Taxes not yet due which shall be pro-rated as set forth in Section 5.1Encumbrances”).

Title to Acquired Assets. The Except (a) for mortgages and other liens described on SCHEDULE 5.7(a) hereto which will be discharged at or prior to the Closing, (b) restrictions on transfer referred to in Section 5.3 or 5.4, and (c) for Permitted Encumbrances (as defined below), the Seller or Westinghouse, as applicable, is the lawful owner of, has good and valid record and marketable title to, and has the full right to sell, convey, transfer, assign and deliver the Acquired Assets, without any restrictions of any kind whatsoever, except for Permitted Encumbrances. Except for encumbrances described on SCHEDULE 6.8 hereto Assets and except for Permitted Encumbrances, all of the Acquired Assets are, or on the Closing Date will be, are free and clear of any security interests, liens, claims, charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances of any kind, material defects as to title or restrictions against the transfer or assignment thereof (collectively, "ENCUMBRANCES"). Except as expressly provided in this Agreement, and, to the knowledge of the Seller, there are no filings under the Uniform Commercial Code or similar statute in any jurisdiction showing the Seller as a debtor which creates or perfects or which purports to create or perfect any Encumbrance in or on any of the Acquired Assets. At at and as of the ClosingClosing (or, in the case of the Owned Real Property, at the later date contemplated by Section 4.2(a)), the Seller or Westinghouse, as applicable, will convey the Acquired Assets to the Buyer or the Buyer Sub, as applicable, by deeds, invoice, bills of sale, certificates of title and instruments of assignment and transfer effective to vest in the BuyerBuyer or the Buyer Sub, as applicable, and the Buyer or the Buyer Sub, as applicable, will havereceive, good and valid record and marketable title to to, all of the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances, or encumbrances created by Buyer. For purposes of this Agreement, a "PERMITTED ENCUMBRANCE" shall mean except for Encumbrances that (i) minor imperfections of title and encumbrances, if any, which are not substantial listed in amount, do not detract from the value of the property subject thereto and do not preclude or materially adversely affect the continued use of the property to which they relate as used in the operation of the Seller's Business as currently conductedSCHEDULE 5.7(b), (ii) liens specifically listed on SCHEDULE 3 as Permitted Encumbrances on Acquired Assets arise out of Taxes not in default and payable without penalty or interest or the validity of which secure specified liabilities which will be part of the Assumed Obligations as set forth on SCHEDULE 3 and is being contested in good faith by appropriate proceedings, or (iii) liens for current Taxes represent the rights of customers, suppliers and subcontractors in the ordinary course of business under contracts or under general principles of commercial law and that will not yet due which shall be pro-rated as set forth individually and in Section 5.1the aggregate have a Material Adverse Effect (collectively, "PERMITTED ENCUMBRANCES").