Title to Business Assets. The Corporation and the Subsidiaries have good, valid and marketable title to and have all necessary rights in respect of all of their Business Assets as owned, leased, licensed, loaned, operated or used by them or over which they have rights, free and clear of Liens, and no other rights or Business Assets are necessary for the conduct of the Business as currently conducted or as proposed to be conducted. The Corporation knows of no claim or basis for any claim that might or could have a Material Adverse Effect on the rights of the Corporation or the Subsidiaries to use, transfer, lease, license, operate, sell or otherwise exploit such Business Assets and neither the Corporation nor any Subsidiary has any obligation to pay any commission, license fee or similar payment to any person in respect thereof, other than as disclosed in the Offering Documents and there are no outstanding rights of first refusal or other pre-emptive rights of purchase which entitle any person to acquire any of the rights, title or interests in the Business Assets.
Title to Business Assets. The Company and the Subsidiary have good, valid and marketable title to and have all necessary rights in respect of all of their Business Assets as owned, leased, licensed, loaned, operated or used by them or over which they have rights, free and clear of Liens, except for those Liens disclosed in the Financial Statements and no other rights or Business Assets are necessary for the conduct of the business of the Company or the Subsidiary as currently conducted or as proposed to be conducted. The Company knows of no claim or basis for any claim that might or could have a Material Adverse Effect on the rights of the Company or the Subsidiary to use, transfer, lease, license, operate, sell or otherwise exploit such Business Assets, neither the Company nor the Subsidiary have any obligation to pay any ongoing commission, license fee or similar payment to any person in respect thereof and there are no outstanding rights of first refusal or other pre-emptive rights of purchase which entitle any person to acquire any of the rights, title or interests in the Business Assets of the Company or the Subsidiary;
Title to Business Assets. Subject to Section 8(nn) titled "Intellectual Property", the Corporation and its Subsidiaries have good, valid and marketable title to and have all necessary rights in respect of all of their Business Assets as owned, leased, licensed, loaned or used by them or over which they have rights, free and clear of Liens, other than as disclosed in the Prospectus, and no other rights or assets are necessary for the conduct of the business of the Corporation or its Subsidiaries as currently conducted or as proposed to be conducted, the Corporation knows of no claim or basis for any claim that might or could have a Material Adverse Effect on the rights of the Corporation or its Subsidiaries to use, transfer, license, sell, operate or otherwise exploit such Business Assets and neither the Corporation nor its Subsidiaries have any obligation to pay any commission, license fee or similar payment to any person in respect thereof, other than as disclosed in the Offering Documents;
Title to Business Assets. The Issuer, the Subsidiaries and to the Best of the Issuer’s Knowledge, the JV Entities, have good, valid and marketable title to and have all necessary rights in respect of all of their material Business Assets as owned, leased, licensed, loaned, operated or used by them or over which they have rights, free and clear of liens, and no other rights are necessary for the conduct of the Business as currently conducted or as proposed to be conducted. The Issuer knows of no claim or basis for any claim that might or could have a Material Adverse Effect on the rights of the Issuer, the Subsidiaries or JV Entities to use, transfer, lease, license, operate, sell or otherwise exploit such Business Assets and neither the Issuer nor the Subsidiaries, and to the Best of the Issuer’s Knowledge, the JV Entities, have any obligation to pay any commission, license fee or similar payment to any person in respect thereof, other than as disclosed in the Prospectus and there are no outstanding rights of first refusal or other pre- emptive rights of purchase which entitle any person to acquire any of the rights, title or interests in the Business Assets.
Title to Business Assets. The Corporation and the Subsidiaries have good, valid and marketable title to and have all necessary rights in respect of all of their Business Assets as owned, leased, licensed, loaned, operated or used by them or over which they have rights, free and clear of Liens, other than as disclosed in the Prospectus, and no other rights or Business Assets are necessary for the conduct of the business of the Corporation or the Subsidiaries as currently conducted or as proposed to be conducted. Other than as disclosed in the Prospectus, the Corporation knows of no claim or basis for any claim that might or could have a Material Adverse Effect on the rights of the Corporation or the Subsidiaries to use, transfer, lease, license, operate, sell or otherwise exploit such Business Assets, neither the Corporation nor the Subsidiaries have any obligation to pay any ongoing commission, license fee or similar payment to any person in respect thereof and there are no outstanding rights of first refusal or other pre-emptive rights of purchase which entitle any person to acquire any of the rights, title or interests in the Business Assets of the Corporation or any of the Subsidiaries;
Title to Business Assets. (a) Except for Permitted Encumbrances, the Seller has good and valid title to the Business Assets that it owns, and a valid leasehold or license interest in the Business Assets it leases or licenses, free and clear of all Liens. The tangible assets included in the Business Assets that the Seller owns, leases or otherwise controls are in good operating condition and repair, normal wear and tear excepted.
Title to Business Assets. Seller has, and as of immediately prior to the Closing will have, good and valid title to, or a valid and binding leasehold interest or license in, all tangible personal property included in the Business Assets, free and clear of any Encumbrance.
Title to Business Assets. The Corporation and the Subsidiaries (and to the best of the Corporation’s knowledge, the Joint Venture Entity) have good, valid and marketable title to and have all necessary rights in respect of all of their material Business Assets as owned, leased, licensed, loaned, operated or used by them or over which they have rights, free and clear of Liens (except as disclosed in the Prospectus, including the documents incorporated by reference), and no other rights are necessary for the conduct of the Business as currently conducted or as proposed to be conducted. The Corporation knows of no claim or basis for any claim that might or could have a Material Adverse Effect on the rights of the Corporation or the Subsidiaries (or to the best of the Corporation’s knowledge, the Joint Venture Entity) to use, transfer, lease, license, operate, sell or otherwise exploit such Business Assets and neither the Corporation nor the Subsidiaries (and to the best of the Corporation’s knowledge, the Joint Venture Entity) have any obligation to pay any commission, license fee or similar payment to any person in respect thereof, other than as disclosed in the Prospectus and there are no outstanding rights of first refusal or other pre-emptive rights of purchase which entitle any person to acquire any of the rights, title or interests in the Business Assets.
Title to Business Assets. Seller is transferring to Buyer good and marketable title to all property included in the Business Assets, free and clear of all Encumbrances, except as set forth in Schedule 3.5 and except for Encumbrances that do not interfere with the use or detract from the value of such property and that, taken in the aggregate, could not reasonably be expected to result in material direct or indirect costs or liabilities to the Business. None of the Company, UMKK, or UMNet has ever owned any real property.
Title to Business Assets. The Bare Trustee owns good and marketable title to all of the Business Assets free and clear of all liens, charges and encumbrances except the Permitted Encumbrances and those encumbrances to be released by the Vendors on the Closing Date as hereinafter provided, the Bare Trustee has no beneficial interest in any of the Business Assets and the Company is the beneficial owner of all of the Business Assets;
