Title to the Assets. Corporation owns (with good title) all of the properties and assets (whether real, personal or mixed and whether tangible or intangible) that it purports to own including all the properties and assets reflected as being owned by Corporation in the financial Books and Records. Corporation is the sole and unconditional owner of such assets free and clear of all Liens except as disclosed in Schedule 3.2(l).
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 the Assets. Seller has and will transfer to Buyer good and marketable title to the Assets, free and clear of all mortgages, easements, leases, agreements, restrictions, security interests, pledges, liens or encumbrances of any kind, or any conditional sale agreement or other title retention agreement.
Title to the Assets. IFT has good and marketable title to all of the Assets, free and clear of all security interests, liens, encumbrances, mortgages or charges of any nature whatsoever other than those liabilities set forth in the Financial Statements. Any security interests, liens, encumbrances, mortgages or charges on the Assets not set forth in IFT's Financial Statements shall be discharged in full on or before the Closing Date and evidenced by UCC Releases delivered by IFT on the Closing Date. The tangible personal property (other than inventory) of IFT is in good working order, normal wear and tear excepted.
Title to the Assets. (a) Seller has at least Defensible Title to all of the Assets.
Title to the Assets. (a) Corporation and its Subsidiaries have good title to all personal and movable properties owned by them, in each case, free and clear of any Lien other than (i) those described in Section 27(a) of the Corporation Disclosure Letter, (ii) those described in the Corporation Financial Statements, or (iii) Permitted Liens.
Title to the Assets. Each of the Group Companies has good and valid title to, or enforceable leasehold interests in or valid rights under contract to use, all the properties and assets owned or used by such Group Company (personal, tangible and intangible), including, without limitation (a) all the properties and assets reflected in the Financial Statements, and (b) all the properties and assets purchased or otherwise contracted for by the Group Companies since December 31, 2009 (except for properties and assets reflected in the Financial Statements or acquired or otherwise contracted for since the date of the Financial Statements that have been sold or otherwise disposed of in the ordinary course of business), in each case free and clear of all Liens, except for Liens set forth on Schedule 4.10 of the Disclosure Schedule. The property, plant and equipment of the Group Companies, whether owned or otherwise contracted for, are in a state of good maintenance and repair and are adequate and suitable in all material respects for the purposes for which they are presently being used.
Title to the Assets. (i) Except in connection with the Arrangement, no Person has any right of first refusal, undertaking or commitment or any right or privilege capable of becoming such, to purchase any of the material assets owned by the Company and its Subsidiaries, or any part thereof or interest therein.
Title to the Assets. Each of Seller and TOPIII has good and marketable title to all of the Assets consisting of personal property it respectively owns and each has the full right to sell, convey, transfer and assign such Assets to Purchaser. Collectively, Seller and TOPIII own all of such Assets. Such Assets are free and clear of all Liens, other than Permitted Liens. To Seller’s and TOPIII’s Knowledge, Seller has good and indefeasible title to all of the Assets consisting of Owned Property and has the full right to sell, convey, transfer and assign such Assets to Purchaser. To Seller’s and TOPIII’s Knowledge, such Assets are free and clear of all Liens, other than Permitted Liens.
Title to the Assets. To Seller's Knowledge, the Assets are free and clear of all Encumbrances, except for (i) Permitted Encumbrances, (ii) the Encumbrances disclosed in the Disclosure Schedule and (iii) Encumbrances which do not have a Material Adverse Effect. Seller has delivered or made available to Buyer all material title reports, title insurance policies, title commitments, title opinions and title abstracts relating to the Assets (the "Title Information") which are in the possession and control of Seller. To Seller's Knowledge, all Title Information is true and accurate except to the extent such inaccuracy would not have a Material Adverse Effect or as set forth in the Disclosure Schedule.
