Good Title to and Condition of the Assets Sample Clauses

Good Title to and Condition of the Assets. Pixorial has good and marketable title to the Assets, free and clear of all Liens. There are no unpaid taxes or other matters which are or could become a Lien on the Assets.
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Good Title to and Condition of the Assets. The Seller has good and marketable title to the Assets, free and clear of all Liens. There are no unpaid taxes or other matters which are or could become a Lien on the Assets.
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Good Title to and Condition of the Assets. Sellers have good title to all of the Assets free and clear of all liens, mortgages, pledges, security interests, encumbrances or charges of every kind, nature and description whatsoever. The Assets are free of defects and are in good operating condition and repair, ordinary wear and tear excepted. Sellers have full and unrestricted legal right, power and authority to sell, assign and transfer the Assets pursuant hereto without obtaining the consent or approval of any other person or entity, and the delivery of the BOS and Intellectual Property Assignment Agreement to Purchaser will transfer valid title thereto, free and clear of liens, encumbrances, claims and restrictions of every kind.
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Good Title to and Condition of the Assets. Seller has good and marketable title to all of the Assets, free and clear of all Liens, except those set forth in SCHEDULE 3.2 (which, other than the Assumed Liabilities, shall be satisfied and discharged in full on or prior to the Closing).
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Good Title to and Condition of the Assets. Section 3.8.1. GEI and each Subsidiary has good and marketable title to all of its Assets free and clear of any Liens other than Permitted Encumbrances.
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Good Title to and Condition of the Assets. SECTION 3.8.1. GEI and each Subsidiary has good and marketable title to all of its properties and assets, whether real, personal or mixed, tangible or intangible, wherever located (collectively, the "ASSETS"), free and clear of any Liens other than Permitted Encumbrances.
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Good Title to and Condition of the Assets. SECTION 4.8.1. CXI and each Subsidiary has good and marketable title to all of its properties and assets, whether real, personal or mixed, tangible or intangible, wherever located (collectively, the "Assets"), free and clear of any Liens other than Permitted Encumbrances.
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Good Title to and Condition of the Assets. 4.8.1 The Company has good and marketable title to all of its properties and assets (other than the Leasehold Premises and personal property which is leased or licensed by the Company, which Leasehold Premises and leased or licensed personal property the Company has valid leases or licenses to use), free and clear of any Liens.
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Related to Good Title to and Condition of the Assets

  • Representations and Warranties of the Acquired Fund The Acquired Fund represents and warrants to and agrees with the Acquiring Fund that:

  • REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR The Acquiror represents and warrants to the Shareholders and the Company as follows:

  • REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that:

  • Representations and Warranties of All Parties Each Party represents and warrants to the other Party that (a) such Party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) and (c) this Agreement will not result in a material violation of any (i) term or condition of any agreement to which such person is a party or by which such Party may otherwise be bound or (ii) law, rule, license, regulation, judgment, order or decree governing or affecting such Party.

  • REPRESENTATIONS AND WARRANTIES OF EACH SELLER Each Seller, severally and not jointly, represents and warrants to Buyer as follows:

  • Representations and Warranties of the Acquiring Fund The Acquiring Fund Trust, on behalf of the Acquiring Fund, represents and warrants to, and agrees with, the Acquired Fund that:

  • Representations and Warranties of Each Fund Each Fund hereby severally and not jointly represents and warrants that each of the following shall be true, correct and complete with respect to each Fund at all times during the term of this Agreement: (i) the Fund is duly organized under the laws of its jurisdiction of organization and is registered as an open-end management investment company under the 1940 Act; and (ii) the execution, delivery and performance by the Fund of this Agreement are (w) within its power, (x) have been duly authorized by all necessary action, and (y) will not (A) contribute to or result in a breach of or default under or conflict with any existing law, order, regulation or ruling of any governmental or regulatory agency or authority, or (B) violate any provision of the Fund's corporate charter, Declaration of Trust or other organizational document, or bylaws, or any amendment thereof or any provision of its most recent Prospectus or Statement of Additional Information.

  • Representations and Warranties of the Company Concerning the Mortgage Loans With respect to the conveyance of the Mortgage Loans provided for in Section 2.04 herein, the Company hereby represents and warrants to the Trust that as of the Cut-Off Date unless otherwise indicated:

  • REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.

  • Representations and Warranties of the Advisor The Advisor represents and warrants to the Sub-Advisor and the Trust as follows:

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