Common use of Transfer Assets Clause in Contracts

Transfer Assets. 1. The Sellers have, and the sale pursuant to this Agreement will vest the Purchaser with, full, unrestricted, exclusive, valid and transferable title to and ownership of the Transfer Assets free and clear of all Encumbrances. 2. All Transfer Assets that are tangible property are in a condition satisfactory for use for the purpose for which they are currently used in the conduct of the EL Business having due regard to their age and normal wear and tear and have been properly maintained for normal use in the ordinary course of the EL Business. 3. Subject to Sellers’ inventory reserve existing on the Transfer Date as described on Appendix 14, all Inventory is of a good, usable and merchantable quality and quantity usable for the purpose which they are used in the ordinary course of the EL Business.