Title to Seller Assets Sample Clauses

Title to Seller Assets. Subject to and except as set forth in the Asset Disclosure Schedule, Seller has good and valid title to the Seller Assets, in each case free and clear of all claim, charge, lease, covenant, easement, encumbrance, security interest, lien, option, pledge, rights of others, or restriction (whether on voting, sale, transfer, disposition or otherwise), whether imposed by agreement, understanding, law, equity or otherwise, of any kind or character (collectively, “Liens”). Seller shall transfer the Seller Assets to Buyer free and clear of all Liens except for Permitted Encumbrances.
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Title to Seller Assets. Except as described on Schedule 5.3.2, Seller has good, valid and marketable title to the Sites, free and clear of all Liens, and Seller has good and indefeasible title to the remainder of the Facilities and all of the other Seller Assets, free and clear of all Liens, in each case subject to customary and routine exceptions normally found in title insurance policies. All of the Liens disclosed on Schedule 5.3.2 will be discharged by Seller (or by the Members of Seller other than the Buyer) on or before the Closing Date.
Sample 1
Title to Seller Assets. Seller is the sole owner of each of the Seller Assets and has good, valid, and marketable title thereto, free and clear of any mortgage, lien or encumbrance. The Real Estate constitutes all of the real property used in the operation of the Seller Office, including without limitation, for parking and ingress and egress. Seller is the sole owner of a fee simple interest in, and has good and marketable title to, the Real Estate, free and clear of any mortgage, lien or encumbrance other than the Permitted Encumbrances, and shall convey the Real Estate to Purchaser by delivery at Closing of a general warranty deed conveying title subject to said Permitted Encumbrances. The Real Estate is not located in a flood way, flood plain, or flood hazard area. There are no encroachments on the Real Estate. All improvements are located entirely within the bounds of the Real Estate. All sub-parcels comprising the Real Estate have continuous and abutting property lines so as to constitute a single parcel with no gaps or gores.
Sample 1
Title to Seller Assets. Seller is the sole owner of each of the Seller Assets free and clear of any mortgage, lien or encumbrance. The Real Estate constitutes all of the real property used in the operation of the Seller Office, including without limitation, for parking and ingress and egress. Seller is the sole owner of a fee simple interest in, and has good and marketable title to, the Real Estate, free and clear of any mortgage, lien or encumbrance other than the Permitted Liens, and shall convey the Real Estate to Purchaser by delivery at Closing of a general warranty deed conveying title subject to said Permitted Exceptions.
Sample 1
Title to Seller Assets. Seller is the sole owner of each of the Seller Assets and the Leased Assets free and clear of any mortgage, lien or encumbrance. The Real Estate and the real estate portion of the Leased Assets (the "Broadway Real Estate") constitutes all of the real property used in the operation of the Seller Offices, including without limitation, for parking and ingress and egress. Seller is the sole owner of a fee simple interest in, and has good and marketable title to, the Real Estate and the Broadway Real Estate, free and clear of any mortgage, lien or encumbrance other than the Permitted Liens, and shall convey the Real Estate to Purchaser by delivery at Closing of a general warranty deed conveying title subject to said Permitted Exceptions.
Sample 1

Related to Title to Seller Assets

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • Title to Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.

  • Title to Properties The Company and each Subsidiary have good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

  • Title to the Assets The Purchased Assets are owned by the Vendor with a good and valid title, free and clear of any and all encumbrances.

  • Title to Property The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

  • Title to the Properties Borrower will warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases on the Properties, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys' fees and court costs) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person.

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

  • Title to Company Assets Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and the Sole Member shall not have any ownership interest in such Company assets or any portion thereof.

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Title to Assets and Properties Except as set forth in Section 4.6 of the Disclosure Schedule, the Companies and their Subsidiaries have good and marketable title to, or valid leasehold interests in, their assets and properties sufficient to operate such properties and to conduct their businesses as currently conducted, except for (a) the Permitted Encumbrances (as defined below) and (b) other defects in such titles, or any easements, restrictive covenants or similar encumbrances that have not had and would not reasonably be expected to be materially adverse to the Companies and their Subsidiaries and their respective assets. For purposes of this Agreement, “Permitted Encumbrances” mean: (i) encumbrances for assessments, taxes, water, sewer and other similar charges not yet delinquent or that either Company or any of their Subsidiaries is contesting in good faith through appropriate proceedings; provided that adequate reserves have been established with respect thereto; (ii) easements or reservations thereof, rights of way, highway and railroad crossings, sewers, electric and other utility lines, telegraph and telephone lines, zoning, building code and other covenants, conditions and restrictions as to the use of the Real Property that do not affect or interfere in an material way with the use of such Real Property by the Companies and their Subsidiaries; (iii) encumbrances listed on Section 4.6 of the Disclosure Schedule; (iv) liens securing the claims of materialmen, landlords and others provided payment is not yet delinquent; (v) any leases, subleases or licenses listed on Section 4.6 of the Disclosure Schedule; (vi) all encumbrances relating to liens securing borrowed money to be released at or prior to the Closing, all of which are listed on Section 4.6 of the Disclosure Schedule; (vii) any and all matters and encumbrances (including, without limitation, fee mortgages or ground leases) affecting the leased real property of the Companies or their Subsidiaries, not created or granted by the Companies or their Subsidiaries, but only to the extent that such matters and encumbrances (1) do not materially interfere with the right of the Companies or their Subsidiaries to use any of the leased real property, or (2) are not Known to Seller (it being understood that reasonable investigation for purposes of this clause (vii) will not require GEC or Seller to conduct title searches with respect to such real property); and (viii) any subordination or attornment agreement between either of the Companies or any of their Subsidiaries and the lender for any of the landlords of either of the Companies or any of their Subsidiaries, all of which are listed on Section 4.6 of the Disclosure Schedule.

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