Common use of Title to Acquired Assets Clause in Contracts

Title to Acquired Assets. Seller has made available to Buyer a true, correct and complete copy of each Contract, together with all amendments, waivers or other changes or modifications thereto to which Seller is a party or to which the Acquired Assets are bound (collectively, the “Material Contracts”). The Material Contracts are valid, legally binding and enforceable as to Seller and, as to the other parties thereto, in accordance with their respective terms. Each Material Contract is currently and will be in full force and effect in accordance with its terms upon the Closing Date. Except as described in Schedule 4.16, none of the Material Contracts have been nor will they be prior to the Closing Date, modified, amended or assigned. Except as described in Schedule 4.16, Seller, and to the knowledge of Seller, each other party thereto, has performed all obligations required to be performed by it and is not in default under or in breach of, or in receipt of any claim of default or breach under, any Material Contract. Except as described in Schedule 4.16, there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute a default by Seller, or to the knowledge of Seller, any of the other parties to such Material Contracts. Except as described in Schedule 4.16, Seller has not received written notice that any party to any Material Contract intends to cancel or terminate any such Material Contract or to exercise or not to exercise any option to renew thereunder. As of the Closing Date, to Seller’s knowledge, there will not exist any material Encumbrance other than Permitted Encumbrances on any Real Property or Personal Property governed by a Material Contract, except as disclosed on Schedule 4.16.

Title to Acquired Assets. ‌ Seller has made available to Buyer a true, correct and complete copy of each Contract, together with all amendments, waivers or other changes or modifications thereto to which Seller is a party or to which the Acquired Assets are bound (collectively, the “Material Contracts”). The Material Contracts are valid, legally binding and enforceable as to Seller and, as to the other parties thereto, in accordance with their respective terms. Each Material Contract is currently and will be in full force and effect in accordance with its terms upon the Closing Date. Except as described in Schedule 4.16, none of the Material Contracts have been nor will they be prior to the Closing Date, modified, amended or assigned. Except as described in Schedule 4.16, Seller, and to the knowledge of Seller, each other party thereto, has performed all obligations required to be performed by it and is not in default under or in breach of, or in receipt of any claim of default or breach under, any Material Contract. Except as described in Schedule 4.16, there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute a default by Seller, or to the knowledge of Seller, any of the other parties to such Material Contracts. Except as described in Schedule 4.16, Seller has not received written notice that any party to any Material Contract intends to cancel or terminate any such Material Contract or to exercise or not to exercise any option to renew thereunder. As of the Closing Date, to Seller’s knowledge, there will not exist any material Encumbrance other than Permitted Encumbrances on any Real Property or Personal Property governed by a Material Contract, except as disclosed on Schedule 4.16.

Title to Acquired Assets. Seller has made available to Buyer a true, correct and complete copy of each Contract, together with all amendments, waivers or other changes or modifications thereto to which Seller is a party or to which the Acquired Assets are bound (collectively, the “Material Contracts”). The Material Contracts are valid, legally binding and enforceable as to Seller and, as to the other parties thereto, in accordance with their respective terms. Each Material Contract is currently and will be in full force and effect in accordance with its terms upon the Closing Date. Except as described in Schedule 4.164.15, none of the Material Contracts have been nor will they be prior to the Closing Date, modified, amended or assigned. Except as described in Schedule 4.164.15, Seller, and to the knowledge of Seller, each other party thereto, has performed all obligations required to be performed by it and is not in default under or in breach of, or in receipt of any claim of default or breach under, any Material Contract. Except as described in Schedule 4.164.15, there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute a default by Seller, or to the knowledge of Seller, any of the other parties to such Material Contracts. Except as described in Schedule 4.164.15, Seller has not received written notice that any party to any Material Contract intends to cancel or terminate any such Material Contract or to exercise or not to exercise any option to renew thereunder. As of the Closing Date, to Seller’s knowledge, there will not exist any material Encumbrance other than Permitted Encumbrances on any Real Property or Personal Property governed by a Material Contract, except as disclosed on Schedule 4.164.15.