Common use of Title to Tangible Assets Clause in Contracts

Title to Tangible Assets. Except with respect to real property or Intellectual Property, the Acquired Companies own, and have good and valid title to, all material tangible assets purported to be owned by them, including: (a) all material assets reflected on the Company Balance Sheet (except for assets sold or otherwise disposed of in the ordinary course of business since the date of the Company Balance Sheet); and (b) all other material assets reflected in the books and records of the Acquired Companies as being owned by the Acquired Companies. All of such material assets are owned by the Acquired Companies free and clear of any Encumbrances, except for Permitted Encumbrances.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Momentive Global Inc.), Agreement and Plan of Merger (Momentive Global Inc.), Agreement and Plan of Merger (Momentive Global Inc.)

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Title to Tangible Assets. Except with respect to real property or Intellectual PropertyProperty Rights, the Acquired Companies own, and have good and valid title to, all material tangible assets owned or purported to be owned by them, including: (a) all material assets reflected on the Company Balance Sheet (except for assets sold or otherwise disposed of in the ordinary course of business since the date of the Company Balance Sheet); and (b) all other material assets reflected in the books and records of the Acquired Companies as being owned by the Acquired Companies. All of such material assets are owned by the Acquired Companies free and clear of any Encumbrances, except for Permitted EncumbrancesEncumbrances (including those Permitted Encumbrances listed on Part 2.6 of the Company Disclosure Schedule).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ansys Inc)

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Title to Tangible Assets. Except with respect to real property or Intellectual Property, the The Acquired Companies own, and have good and valid title to, all material tangible assets purported to be owned by themthem that are material to the Acquired Companies, taken as a whole, including: (a) all material tangible assets reflected on the Company Balance Sheet that are material to the Acquired Companies, taken as a whole (except for assets inventory sold or otherwise disposed of in the ordinary course of business since the date of the Company Balance SheetSheet Date); and (b) all other material tangible assets reflected in the books and records of the Acquired Companies as being owned by the Acquired Companies. All of such assets that are material assets to the Acquired Companies are owned by the Acquired Companies free and clear of any Encumbrances, except for Permitted Encumbrances.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vizio Holding Corp.)

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