Common use of Title to Assets; Sufficiency of Assets Clause in Contracts

Title to Assets; Sufficiency of Assets. (a) Each Seller has good and marketable title to, valid leasehold interests in, or a valid license to use and occupy, all material Transferred Assets, in each case, free and clear of all Liens other than Permitted Liens. Each Transferred Entity has good and marketable title to, valid leasehold interests in, or a valid license to use and occupy, all of its material assets, properties and rights, in each case, free and clear of all Liens other than Permitted Liens.

Appears in 3 contracts

Samples: Security and Asset Purchase Agreement (Willis Towers Watson PLC), Security and Asset Purchase Agreement (Arthur J. Gallagher & Co.), Security and Asset Purchase Agreement (Willis Towers Watson PLC)

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Title to Assets; Sufficiency of Assets. (a) Each Seller has good and marketable valid title to, a valid leasehold interests inlicense to, or a valid license to use and occupyleasehold interest in, all material Transferred the Acquired Assets, in each case, free and clear of all Liens other than Permitted any Liens. Each Transferred Entity has Upon the sale, conveyance, transfer, assignment and delivery of the Acquired Assets in accordance with this Agreement, the Buyers will acquire good and marketable valid title to, a valid leasehold interests inlicense to, or a valid license to use and occupyleasehold interest in, all of its material assets, properties and rights, in each casethe Acquired Assets, free and clear of all Liens other than Permitted any Liens.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Ariba Inc)

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Title to Assets; Sufficiency of Assets. (a) Each Seller has The Sellers have good and marketable valid title to, or, in the case of leased or subleased Acquired Assets, valid and subsisting leasehold interests in, or a valid license to use and occupy, all material Transferred Acquired Assets, in each case, free and clear of all Liens (other than Permitted Liens). Each Transferred Entity has good and marketable Pursuant to the Sale Order, Sellers will convey such title to, valid leasehold interests in, to or a valid license rights to use and occupyuse, all of its material assets, properties and rights, in each casethe tangible Acquired Assets, free and clear of all Liens (other than Permitted Post-Closing Liens).

Appears in 1 contract

Samples: Asset Purchase Agreement

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