Common use of Title to Assets; Encumbrances Clause in Contracts

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ceco Environmental Corp)

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Title to Assets; Encumbrances. Seller owns Sellers own 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 3.3 (“Non-Real Estate "Encumbrances"). Seller warrants Sellers warrant to Buyer that, that at the time of Closing, all Assets shall be free and clear of all Non-Real Estate Encumbrances other than those identified on Schedule 3.3 as acceptable to Buyer ("Permitted Encumbrances").

Appears in 1 contract

Samples: Asset Purchase Agreement (Shumate Industries Inc)

Title to Assets; Encumbrances. Other than the Permitted Encumbrances disclosed on Schedule 3.8, Seller owns good and transferable title to all of the Acquired 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 Acquired Assets shall be free and clear of all Non-Real Estate Encumbrances other than the Permitted Encumbrances.,

Appears in 1 contract

Samples: Asset Purchase Agreement (FusionStorm Global, Inc.)

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 3.9 (“Non-Real Estate "Encumbrances"). Seller warrants to Buyer that, at the time of Closing, all other Assets shall be free and clear of all Non-Real Estate Encumbrances other than those identified on Schedule 3.9 as acceptable to Buyer ("Permitted Encumbrances").

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zaldiva Inc)

Title to Assets; Encumbrances. Seller owns good and transferable title to all of the purchased Assets free and clear of any Encumbrances other than Permitted Encumbrances and those described in Schedule 3.7 3.5 (“Non-Real Estate which schedule shall be delivered during the Due Diligence Period) (the "Permitted Encumbrances”)") and the obligations under the Assumed Liabilities Escrow. Seller warrants to Buyer that, at the time of Closing, all other Assets shall be free and clear of all Non-Real Estate Permitted Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ram Venture Holdings Corp)

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Title to Assets; Encumbrances. Seller owns Sellers own 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 3.8 (“Non-Real Estate Encumbrances”). Seller warrants Sellers warrant to Buyer that, at the time of Closing, all Assets shall be free and clear of all Non-Real Estate Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ceco Environmental Corp)

Title to Assets; Encumbrances. Seller owns good and transferable title to all of the Assets Assets, free and clear of any Encumbrances other than Permitted Encumbrances and those permitted encumbrances described in Schedule 3.7 3.6 (the Non-Real Estate Permitted Encumbrances”)) and those Encumbrances described in Schedule 3.6 which shall be subject to a Secured Creditor Confirmation Letter from the relevant secured creditor delivered at Closing. At Closing, Seller warrants will warrant to Buyer that, at that subject to the time of Closing, foregoing all Assets shall be free and clear of all Non-Real Estate Encumbrances other than Permitted Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Birks Group Inc.)

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