Title to and Condition of Transferred Assets Sample Clauses

Title to and Condition of Transferred Assets. Seller represents and warrants to Buyer as follows:
Sample 1
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Title to and Condition of Transferred Assets. The Seller leases all of the Facilities. Each of the Facilities is in reasonable condition for the operation of the Business as the same is currently being conducted by the Seller. Seller is not in default under any of the leases for a Facility and, to the knowledge of the Seller, no event has occurred and no circumstances exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default. The Seller has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Seller under any of the leases for a Facility and no party to any of such leases has exercised any termination rights with respect thereto. All Equipment (excluding Equipment that does not have a cost basis of $10,000 or more as of the date of this Agreement) is set forth in Schedule 1.1(a)(i) hereto. Except as set forth in Schedule 3.4(b) of the Disclosure Schedule, the Seller has good and marketable title to all of the Equipment and all of the Equipment is in the Seller’s possession. All Inventories as of the date of this Agreement are set forth in Schedule 1.1(a)(ii) hereto. The Seller has good and marketable title to all Inventories free and clear of all Liens other than Permitted Liens and those Liens set forth in Schedule 3.4(c) of the Disclosure Schedule, which Liens set forth on such schedule shall be released on or prior to the Closing, and such Inventories are in a good and marketable condition and are saleable in the ordinary course of the Business. The Inventories constitute sufficient quantities for the normal operation of the Business in the ordinary course in accordance with past practice. The Accounts Receivable are owned by the Seller free and clear of all Liens other than Permitted Liens and those Liens set forth in Schedule 3.4(d) of the Disclosure Schedule, which Liens set forth on such schedule shall be released on or prior to the Closing. All Accounts Receivable were generated in the ordinary course of business. Except as set forth on Schedule 3.4(d) of the Disclosure Schedule, the Seller is unaware of any existing facts or circumstances that could reasonably be expected to result in the Accounts Receivable not being fully collected in accordance with their terms. The Seller owns or possesses licenses or other rights to use, and will at the Closing transfer to the Buyer, all rights to all Proprietary Rights necessary for the conduct of the B...
Sample 1
Title to and Condition of Transferred Assets. Other than Permitted Encumbrances, Seller has the complete and unrestricted power and unqualified right to sell, assign, transfer, convey and deliver the Transferred Assets to the Purchaser without penalty or other adverse consequences. Following the consummation of the transactions contemplated by this Agreement, the Purchaser will own, with good, valid and marketable title, or otherwise acquire the interests of the Seller, in the Transferred Assets, free and clear of any Encumbrances, Permitted Encumbrances, and without incurring any penalty or other adverse consequence
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Title to and Condition of Transferred Assets. Subject to any restrictions or Encumbrances arising out of the Biovail Litigation: Xxxx has good and marketable title to the Transferred Assets free and clear of all Encumbrances, other than Permitted Encumbrances, and IntelGenx will receive good and marketable title to the Transferred Assets to IntelGenx pursuant to this Agreement, free and clear of all Encumbrances, other than Permitted Encumbrances. INTELGENX ACKNOWLEDGES AND AGREES THAT, OTHER THAN CARY’S REPRESENTATIONS SET FORTH IN THIS SECTION 7.3, XXXX DOES NOT EXTEND ANY WARRANTY, EXPRESS OR IMPLIED AS TO THE TRANSFERRED ASSETS.
Sample 1
Title to and Condition of Transferred Assets. (a) The Seller currently leases all of the Facilities. All of the Transferred Assets are located at one of the Facilities.
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Title to and Condition of Transferred Assets. Sellers have good and marketable title to (or with respect to assets that are leased, a valid leasehold interest in) the Transferred Assets, free and clear of Encumbrances other than Permitted Encumbrances. All of the material tangible Transferred Assets (a) are in good operating condition and repair (with the exception of normal wear and tear), and are free from material defects, (b) are adequate and suitable for their present uses, and (c) have been maintained in accordance with normal industry practice and applicable Laws.
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Title to and Condition of Transferred Assets. Seller is the sole and exclusive owner of, and has good, exclusive and transferable title to, all of the Transferred Assets, and, subject to entry of the Sale Order, has the power to sell the Transferred Assets, in each case, free and clear of all Liens. No Transferred Asset (i) is subject to any Action or outstanding Order that restricts in any manner the use or transfer thereof or that may materially affect the validity, use or enforceability thereof or any rights or remedies relating thereto or (ii) is owned or held, in whole or in any part, by any Person other than Seller. At the Closing, Purchaser will obtain good and valid title to the Transferred Assets, free and clear of all Liens (subject to the entry of the Sale Order), without incurring any penalty or other adverse consequence, including, without limitation, any increase in royalties, or license or other fees imposed as a result of, or arising from, the consummation of the Transactions. The Transferred Assets do not include any shares in the capital of, or any other equity interests in, any Person, including Seller’s Subsidiaries. All tangible assets and properties which are part of the Transferred Assets are in good operating condition and repair and are usable in the ordinary course of business.
Sample 1
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Title to and Condition of Transferred Assets. Seller has good and marketable title to the Transferred Assets, free and clear of Encumbrances other than Permitted Encumbrances and Encumbrances granted pursuant to the Security Agreements.
Sample 1

Related to Title to and Condition of Transferred Assets

  • Title to and Condition of Properties Except as would not have a Material Adverse Effect, the Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement, incorporated herein by reference or contained in the certificates of officers of the Mortgage Loan Seller delivered pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser and by the Purchaser to the Trust, notwithstanding any restrictive or qualified endorsement or assignment in respect of any Mortgage Loan.

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