Title to Property; Assets. (a) Seller has good and marketable title to, or in the case of leased properties or assets, a valid leasehold interest in, all of the Purchased Assets, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. Seller shall transfer the Purchased Assets to Buyer free and clear of all Encumbrances, other than Permitted Encumbrances.
Title to Property; Assets. The Company and each of its subsidiaries has good and marketable title to its property and assets, free and clear of all liens and encumbrances other than liens relating to obligations arising under the Company's working capital facility with BFI Financeand the Notes (as such term is defined in Section 4.2 of this Agreement. With respect to the property and assets it leases, the Company and each of its subsidiaries is in compliance with such leases in all material respects and holds a valid leasehold interest free of any liens, claims or encumbrances. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or actively used by the Company and its subsidiaries are in reasonable operating condition and repair (subject to ordinary wear and tear) and are reasonably fit and usable for the purposes for which they are being used.
Title to Property; Assets. The Seller's Assets comprise all of the property and assets of the Business, and no other person, firm or corporation owns any assets used by Seller or its subsidiaries in operating the Business, whether under a lease, rental agreement or other arrangement. Except as set forth in Schedule 4.5 attached hereto and incorporated herein by this reference verbatim and at length, the sale of the Assets by Seller pursuant hereto will effectively convey to Purchaser all of the Assets, including all tangible and intangible assets and properties of Seller, as specified on Schedule 2.2. Seller has good, clear and marketable title to all of the Assets and to all other properties reflected on the Financial Statements or acquired after the date thereof (other than properties and assets sold or otherwise disposed of after the date thereof in the ordinary course of business), and each such Asset is held free and clear of (i) all leases, licenses and other rights to occupy or use such property and (ii) all Security Interests, rights of way, easements, restrictions, exceptions, variances, reservations, covenants or other title defects or limitations of any kind, except (with respect to all such properties) those set forth on Schedule 4.5 hereto, none of which has a Material Adverse Effect on such property or its present or contemplated use in the Business. All Equipment is in good operating and working condition for its continued use as it has been used in the Business.
Title to Property; Assets. The Company has good and marketable title to all of the assets and properties which it purports to own and with respect to the assets and properties leased, the Company holds valid and subsisting leasehold interests therein, free and clear of any mortgages, judgments, claims, liens, security interests, pledges or other encumbrances of any kind or character which, considered together, do not materially impair the Company’s ability to operate such properties and assets in the ordinary course of its business.
Title to Property; Assets. (a) The Company and each of its subsidiaries have good and marketable title to all of their owned properties and assets, free and clear of all Liens. All leases pursuant to which the Company or any of its subsidiaries lease from others material amounts of personal property are, in all material respects, in good standing, valid and effective in accordance with their respective terms, and, to the knowledge of the Company, there is not, under any of such leases any existing default or event of default (or event which with notice or lapse of time, or both, would reasonably be expected to constitute a default).
Title to Property; Assets. AGL has good and marketable title to all of the assets used in the operation of its business, free and clear of any security interests, claims, liens (including tax liens), forfeitures, mortgages, penalties, charges or encumbrances whatsoever. All such assets are in in good operating condition and such assets constitute all of the assets necessary to conduct AGL's business as currently conducted.
Title to Property; Assets. (a) The Apollo Entities have good and marketable title to all of the Specified Assets free and clear of all Encumbrances (except for Permitted Encumbrances). All tangible personal property included in the Specified Assets is free and clear of all Encumbrances (except for Permitted Encumbrances), including any pending Third-Party Claim that the acquisition of such property by any of the Apollo Entities would constitute a fraudulent conveyance. Except as set forth on Section 5.13(a) of the Apollo Disclosure Schedule, each item of such tangible personal property is in good operating condition and good repair, ordinary wear and tear excepted, is free from all defect and damage, and is usable in the ordinary course of business. Section 5.13(a) of the Apollo Disclosure Schedule sets forth the location of such tangible personal property as of the Closing Date. None of the Excluded Assets are exclusively related to the Apollo-Owned Intellectual Property.
Title to Property; Assets. (a) Confio has good and valid title to, or in the case of leased properties or assets, a valid leasehold interest in, all of its assets, in each case free and clear of all Encumbrances, other than Permitted Encumbrances and those listed on Section 4.9(a) of the Confio Disclosure Schedule. Section 4.9(a) of the Confio Disclosure Schedule lists all tangible property owned or leased by Confio.
Title to Property; Assets. (a) Except as set forth in Section 4.9(a) of the Seller Disclosure Schedule, Seller has good and marketable title to, or in the case of leased properties or assets, a valid leasehold interest in, all of the Purchased Assets, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. Seller shall transfer the Purchased Assets to Buyer free and clear of all Encumbrances, other than Permitted Encumbrances.
Title to Property; Assets. (a) Except as set forth in Schedule P attached hereto and incorporated herein by this reference verbatim and at length, the sale of the Assets by Seller pursuant hereto will effectively convey to Purchaser all of the Assets, including all tangible and intangible assets and properties of Seller, as specified on Schedule A. Seller has good, clear and marketable title to all of the Assets and to all other properties reflected on the Financial Statements or acquired after the date thereof (other than properties and assets sold or otherwise disposed of after the date thereof in the ordinary course of business), and each such Asset is held free and clear of (i) all leases, licenses and other rights to occupy or use such property and (ii) all Security Interests, rights of way, easements, restrictions, exceptions, variances, reservations, covenants or other title defects or limitations of any kind, except (with respect to all such properties) those set forth on Schedule P hereto, none of which has a Material Adverse Effect on such property or its present or contemplated use in the Business.
