Title to and Adequacy of Purchased Assets. Except as disclosed on Schedule 6.6(c) hereto, Seller has, and on the Closing Date will convey and transfer to Buyer, good, complete and marketable title to all of the Purchased Assets, free and clear of all mortgages, security interests, liens, options, pledges, equities, claims, charges, restrictions, conditions, conditional sale contracts and any other encumbrances or adverse interests of any kind or nature whatsoever (collectively "Liens or Encumbrances"). Except as set forth on Schedule 6.6(c), all of the Purchased Assets are in the exclusive possession and control of Seller and Seller has the unencumbered right to use, and to sell to Buyer in accordance with the terms and provisions of this Agreement, all of the Purchased Assets without interference from and free of the rights and claims of others. The Purchased Assets constitute all the assets, properties, rights, privileges and interests necessary for Buyer to own and operate the Purchased Restaurants.
Title to and Adequacy of Purchased Assets. Except as disclosed on Schedule 3.5(b) hereto, Seller has, and on the Closing Date will convey and transfer to Buyer, good, complete and marketable title to all of the Purchased Assets, free and clear of all Encumbrances of any nature whatsoever other than restrictions on transfer of Assigned Contracts. Except as set forth on Schedule 3.5(b), all of the Purchased Assets are in the exclusive possession and control of Seller and Seller has the unencumbered right to use, and to sell to Buyer in accordance with the terms and provisions of this Agreement, all of the Purchased Assets without interference from and free of the rights and claims of others. Except as to the Excluded Assets, the Purchased Assets constitute all of the assets, properties, rights, privileges and interest which Seller either owns or controls, or uses or holds for use in connection with the Business and, except as set forth on Schedule 3.5(b), the Purchased Assets constitute all of the assets, properties, rights and interests of Seller which are necessary for Buyer to own and operate the Business as currently conducted and as proposed to be conducted.
Title to and Adequacy of Purchased Assets. (a) Schedule 1.1 sets forth a complete and accurate list of all Trademarks owned or used by Regenicin in connection with the PermaDerm Technology.
Title to and Adequacy of Purchased Assets. Except as disclosed on Schedule 4.5 hereto, Seller has, and at the Closing Seller will convey and transfer to Buyer, good, complete and marketable title to all of the Purchased Assets, free and clear of all mortgages, liens, security interests, encumbrances, pledges, leases, equities, claims, charges, restrictions, conditions, conditional sale contracts and any other adverse interests. Except as set forth on Schedule 4.5, all of the Purchased Assets are in the exclusive possession and control of Seller and Seller has the unencumbered right to use and sell to Buyer all of the Purchased Assets without interference from others. The Purchased Assets constitute all the assets, properties, rights, privileges and interests necessary for Buyer to own and operate the Business substantially in the same manner as it has been conducted by Seller during the period immediately preceding the execution of this Agreement.
Title to and Adequacy of Purchased Assets. Except for the Permitted Encumbrances and the Notes as disclosed on Schedule 2.1.3 hereto, the Seller has, and will transfer to the Buyer at the Closing, good and marketable title to the Purchased Assets, free and clear of restrictions or conditions on transfer or assignment, and free and clear of all mortgages, liens, security interests, encumbrances, pledges, leases, equities, claims, charges, conditions, and conditional sale contracts other than Permitted Encumbrances and Assumed Obligations. All of the Purchased Assets are in the exclusive possession and control of Seller and, subject to Seller’s obligations under the Notes set forth on Schedule 2.1.3, Seller has the unencumbered right to use such assets without interference from others. The Purchased Assets constitute substantially all of the assets, properties, rights, privileges and interests necessary for the operation of the Business after the Closing in substantially the same manner as the Business has heretofore been conducted by Seller.
Title to and Adequacy of Purchased Assets. Except as disclosed on Schedule 4.5(e) hereto, Seller has, and on the Closing Date will convey and transfer to Buyer, good, complete and marketable title to all of the Purchased Assets, free and clear of all Liens and Encumbrances of any nature whatsoever. Except as set forth on Schedule 4.5(e), all of the Purchased Assets are in the exclusive possession and control of Seller and Seller has the unencumbered right to use, and to sell to Buyer in accordance with the terms and provisions of this Agreement, all of the Purchased Assets without interference from and free of the rights and claims of others. The Purchased Assets constitute all the assets, properties, rights, privileges and interests necessary for Buyer to own and operate the Business substantially in the same manner as it has been owned and operated by Seller.
Title to and Adequacy of Purchased Assets. Seller has, and on ----------------------------------------- the Closing Date will convey and transfer to Buyer, good, complete and marketable title to all of the Purchased Assets, free and clear of all Encumbrances of any nature whatsoever other than the Permitted Encumbrances described in Section 4.5(d) of Seller's Disclosure Schedule. All of the ---------------------------------------------- Purchased Assets are in the exclusive possession and control of Seller, and Seller has the unencumbered right to use, and to sell to Buyer in accordance with the terms and provisions of this Agreement, all of the Purchased Assets without interference from and free of the rights and claims of others. The Purchased Assets and the Proprietary Materials constitute all of the assets, properties, rights, privileges and interests which Seller either owns or controls, or uses or holds for use exclusively in connection with the Business and which are necessary for Buyer to own and operate the Business substantially in the same manner as it has been owned and operated by Seller during the nine- month period ended July 31, 1998.
Title to and Adequacy of Purchased Assets. (a) Except as disclosed on SCHEDULE 4.2 hereto, Seller has, and on the Closing Date will convey and transfer to Buyer, good, complete and marketable title to all of the Purchased Assets, free and clear of all mortgages, security interests, liens, options, pledges, equities, claims, charges, restrictions, conditions, conditional sale contracts and any other encumbrances or adverse interests of any kind or nature whatsoever (collectively, "Liens and Encumbrances"). Except as set forth on SCHEDULE 4.2, all of the Purchased Assets are in the exclusive possession and control of Seller and Seller has the unencumbered right to use, and to sell to Buyer in accordance with the terms and provisions of this Agreement, all of the Purchased Assets without interference from and free of the rights and claims of others.
Title to and Adequacy of Purchased Assets. The Purchased Assets and the rights granted to Buyer pursuant to the Seller Ancillary Agreements comprise all of the properties and assets used and/or owned by Seller (other than the Optioned Property). At the Closing, Buyer shall acquire good and valid title to the Purchased Assets free and clear of all Liens. Seller has good and valid title to all of the Purchased Assets, free and clear of all Liens. To the best of Seller's knowledge, the buildings, plants, structures and equipment of the Seller which are included among the Purchased Assets are in operating condition and are (i) structurally sound and (ii) in good condition and repair. Seller has no knowledge about whether the buildings, plants, structures and equipment of the Seller which are included among the Purchased Assets are (i) safe for the type of business currently conducted by the Seller or (ii) fit for the particular purpose for which they are intended. To the best of Seller's knowledge, none of such 10- buildings, plants, structures or equipment is in need of maintenance or repairs except for ordinary, routine maintenance or repairs that are not material in nature or cost.
Title to and Adequacy of Purchased Assets. At the Closing, Seller will convey and transfer to Purchaser good, complete and marketable title to all of the Purchased Assets, free and clear of any and all restrictions and conditions on transfer or assignment, and free and clear of any and all liens. All of the Purchased Assets are in the exclusive possession and control of Seller and Seller has the unencumbered right to use and sell to Purchaser all of the Purchased Assets without interference from others. No actions, proceedings or transactions have been commenced or undertaken by Seller that give or would give rights to any person, other than Purchaser, in any of the Purchased Assets or interfere with the consummation of the transactions contemplated by this Agreement.
