Title to Assets; Condition. (a) The Business Contribution Member owns beneficially and of record, and has good and marketable title to, the Assets, free and clear of any Encumbrances. For purposes of this Agreement, the term "
Title to Assets; Condition. Except as set forth in Section 3.9 of the Disclosure Schedule, each Seller has good and marketable title in, to and under the Purchased Assets to be sold by it hereunder, free and clear of all Encumbrances. Except as otherwise set forth in Section 3.9 of the Disclosure Schedule, no Person other than the Sellers has any right, title or interest in or to any of the Purchased Assets. As of the Closing, the Buyer will have good and valid title to all of the Purchased Assets, free and clear of all Encumbrances, except as otherwise set forth in Section 3.9 of the Disclosure Schedule. To the Knowledge of the Sellers, the Purchased Assets are free from material defects (patent and latent), have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear) and are suitable for the purposes for which they are now used.
Title to Assets; Condition. (a) Seller has good and marketable title to all of the Assets, free and clear of all Encumbrances, except for Permitted Encumbrances and except as set forth in Schedule 5.13(a) (which scheduled Encumbrances will be discharged at or prior to the Closing Date). Upon delivery to Buyer on the Closing Date of the instruments of transfer contemplated by Section 4.2, Seller will thereby transfer to Buyer good and marketable title to the Assets, subject to no Encumbrances except for Permitted Encumbrances.
Title to Assets; Condition. (a) The Company has good, valid and marketable title to all of the personal property constituting the Company Assets, free and clear of all Encumbrances, other than ad valorem taxes not yet due and payable and Encumbrances on Schedule 3.03(a) which will be released at or prior to Closing except as otherwise specified on Schedule 3.03(a). There is no material asset used in, related to or necessary for the operations of the Company Businesses which is not included in the Company Assets or licensed or leased to the Company pursuant to one of the Company Assigned Contracts. Upon consummation of the Subject Transactions, Purchaser will have good, valid and marketable title to all of the personal property constituting the Company Assets, free and clear of all Encumbrances except as otherwise specified on Schedule 3.03(a), other than ad valorem taxes not yet due and payable and Encumbrances arising out of its operation of the Acquired Businesses from and after the Closing.
Title to Assets; Condition. (a) Except as set forth in Section 5.5(a) of the Disclosure Schedule, Sellers have good and valid title to all of the Purchased Assets, free and clear of all Encumbrances, except Permitted Liens and claims of third parties arising under the Assigned Contracts based on, related to or in connection with circumstances occurring prior to the Closing Date, which the parties acknowledge and agree are Excluded Liabilities. All Encumbrances set forth or required to be set forth in Section 5.5(a) of the Disclosure Schedule shall be terminated or released at or prior to Closing at the expense of Sellers (including as contemplated by Section 3.2(a)). Upon delivery to Purchaser on the Closing Date of the General Assignment and Xxxx of Sale and the Assumption Agreement and the Joint Contract Assumption Agreement, Sellers shall thereby transfer to Purchaser good and valid title to the Purchased Assets, free and clear of all Encumbrances except for Permitted Liens and claims of third parties arising under the Assigned Contracts based on, related to or in connection with circumstances occurring prior to the Closing Date, which the parties acknowledge and agree are Excluded Liabilities. (b) The tangible assets included in the Purchased Assets are in good working order, condition and repair, reasonable wear and tear excepted. Except as set forth in Section 5.5(b) of the Disclosure Schedule, all of the Purchased Assets are located at the Leased Premises. 5.6.
Title to Assets; Condition. The Seller has good and transferable title to and unrestricted possession of, the Purchased Assets, free and clear of all Security Interests, except for the Security Interests listed in Exhibit S (“Security Interests”) of Section 3(d) of the Disclosure Schedule, which Security Interests shall be released at Closing. Except as expressly set forth in Section 3(e) this agreement or otherwise, the company name and assets are being transferred to the buyer "as-is" in their entirety. Seller makes no other warranties, express or implied, including, but not limited to, the warranty of merchantability, fitness for a particular purpose or that the assets sold hereunder do not infringe upon any intellectual property rights held by third parties. Seller further makes no representations or warranties as to the condition or suitability for any particular purpose of the leased premises, including any appurtenances thereto for use of Buyer.
Title to Assets; Condition. (4.a) Seller has good and marketable title to all of the Acquired Assets, free and clear, in each case of any Liens. Upon Closing, Seller has all power and authority to transfer to Buyer good and marketable title to the Acquired Assets, free and clear of all Liens,
Title to Assets; Condition. (1) Seller has good, valid and marketable title to all of the Assets, subject to no Encumbrances.
Title to Assets; Condition. (a) The Company and its Subsidiaries have good and valid title to, or a valid leasehold interest or license in, all of the real properties and tangible assets located on their premises or used in the conduct of their business as currently conducted, including all the properties and assets reflected on the Most Recent Balance Sheet, free and clear of all Liens except (i) as set forth on Section 3.09 in the Disclosure Schedule, (ii) Permitted Liens and (iii) tangible properties and assets that have been sold or otherwise disposed of by the Company and its Subsidiaries in the ordinary course of business since the date of the Most Recent Balance Sheet (and, from and after the date of this Agreement, in compliance with the terms of this Agreement).
Title to Assets; Condition. Except as otherwise expressly -------------------------- permitted pursuant to the last sentence of Section 2.16 with respect to real property, (i) the Company owns beneficially and of record, and has good and marketable title to, the Assets, free and clear of any Encumbrances and (ii) upon consummation of the transactions contemplated at the Closing, the Company will still have good and marketable title to the Assets, free and clear of any
