Title to Assets; Encumbrances. Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances other than those described in Exhibit 3.7 (“Encumbrances”). Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all Encumbrances other than those identified on Exhibit 3.7 as acceptable to Buyer (“Permitted Encumbrances”).
Title to Assets; Encumbrances. Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances. Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all encumbrances.
Title to Assets; Encumbrances. (a) Seller owns good and marketable title to its respective estates in the Land, free and clear of any Encumbrances, other than:
Title to Assets; Encumbrances. Seller owns good and transferable title to all the Assets free and clear of any Encumbrances other than (a) those described in Part 3.8, (b) those for Taxes not yet due and payable, (c) statutory Encumbrances of landlords with respect to Real Property Leases, (d) Encumbrances of carriers, warehousemen, mechanics, materialmen and repairmen incurred in the Ordinary Course of Business and not yet delinquent, and (e) in the case of Real Property Leases, in addition to items (b) and (c), zoning, building, or other restrictions, variances, covenants, rights of way, encumbrances, easements and other minor irregularities in title, none of which, individually or in the aggregate, interfere in any material respect with the present use of or occupancy of the affected parcel by Seller (collectively, “Permitted Encumbrances”).
Title to Assets; Encumbrances. Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances other than Permitted Encumbrances and those described in Schedule 3.7 (“Non-Real Estate Encumbrances”). Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all Non-Real Estate Encumbrances.
Title to Assets; Encumbrances. (a) Seller has good and indefeasible title to the Assets reflected in the Financial Statements except those disposed of since the date of the Financial Statements in the ordinary course of business or otherwise disposed of in accordance with this Agreement. None of the Assets are subject to any Encumbrance except (i) Encumbrances described in Schedule 5.4(a) and (ii) Permitted Encumbrances. Upon consummation of the transactions contemplated by this Agreement and the Related Documents and receipt of all Consents listed on Schedule 5.3, Seller will have assigned, transferred and conveyed to Buyer good and transferable title to the Assets, free and clear of all Encumbrances except those Encumbrances referred to in clauses (i) and (ii) above.
Title to Assets; Encumbrances. 2.11.1 Except as shall be set forth in Section 2.11 of the Disclosure Schedule, UAC owns its material assets, whether real, personal or intangible, free and clear of all Encumbrances, except for (i) liens for current taxes and assessments not yet due, or being contested in good faith by appropriate proceedings, (ii) mechanic's liens arising under the operation of law or for actions contested in good faith or for which payment arrangements have been made, (iii) liens granted or incurred by UAC in the ordinary course of its business or in connection with the financing of office space, furniture and equipment in the ordinary course of its business, (iv) easements, covenants, restrictions and other exception to title of record (which do not materially and adversely affect the operation of UAC), (v) Encumbrances otherwise described in Section 2.11 of the Disclosure Schedule, or (vi) Encumbrances reflected on the balance sheet at December 31, 1998 of UAC;
Title to Assets; Encumbrances. Except for property having an aggregate book value not in excess of $100,000 sold since the Balance Sheet Date in the ordinary course of business and consistent with past practice and except for inventory sold in the ordinary course of business, Seller and each Business Subsidiary has good, valid and marketable title to all the Assets that each of them purports to own (tangible and intangible) free and clear of all Encumbrances, including all the properties and assets reflected in the June 30, 2000 Balance Sheet, and all such material properties and assets purchased by Seller for the use and benefit of the Business or by any Business Subsidiary since the date of the June 30, 2000 Balance Sheet, which subsequently acquired personal properties and assets (other than inventory and short term investments) are listed in Section 4.12 of the Disclosure Schedule. The rights, properties and other assets to be conveyed to Purchaser pursuant hereto include all rights, properties and other assets used by Seller to conduct the Business or necessary to permit Purchaser to conduct the Business after the Closing in all material respects in the same manner as such business has been conducted by Seller prior to the date hereof.
Title to Assets; Encumbrances. Seller owns, and will transfer, upon consummation of the Contemplated Transactions, good and transferable title to all of the Assets free and clear of any Encumbrances.
Title to Assets; Encumbrances. Except as set forth in Schedule 8(b), Seller owns, leases or has the legal right to use all of the Assets. Seller has good and transferable title to, or in the case of leased or subleased assets, valid or subsisting leasehold interests in, all of the Assets, free and clear of any Encumbrances other than Permitted Encumbrances and Encumbrances created by or through Buyer or its Affiliates.
