Title to and Condition of Transferred Assets Sample Clauses

Title to and Condition of Transferred Assets. Seller represents and warrants to Buyer as follows:
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Title to and Condition of Transferred Assets. Sellers have good and marketable title to (or with respect to assets that are leased, a valid leasehold interest in) the Transferred Assets, free and clear of Encumbrances other than Permitted Encumbrances. All of the material tangible Transferred Assets (a) are in good operating condition and repair (with the exception of normal wear and tear), and are free from material defects, (b) are adequate and suitable for their present uses, and (c) have been maintained in accordance with normal industry practice and applicable Laws.
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Title to and Condition of Transferred Assets. (a) The Seller currently leases all of the Facilities. All of the Transferred Assets are located at one of the Facilities.
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Title to and Condition of Transferred Assets. Other than Permitted Encumbrances, Seller has the complete and unrestricted power and unqualified right to sell, assign, transfer, convey and deliver the Transferred Assets to the Purchaser without penalty or other adverse consequences. Following the consummation of the transactions contemplated by this Agreement, the Purchaser will own, with good, valid and marketable title, or otherwise acquire the interests of the Seller, in the Transferred Assets, free and clear of any Encumbrances, Permitted Encumbrances, and without incurring any penalty or other adverse consequence
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Title to and Condition of Transferred Assets. Seller has good and marketable title to the Transferred Assets, free and clear of Encumbrances other than Permitted Encumbrances and Encumbrances granted pursuant to the Security Agreements.
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Title to and Condition of Transferred Assets. The Seller leases all of the Facilities. Each of the Facilities is in reasonable condition for the operation of the Business as the same is currently being conducted by the Seller. Seller is not in default under any of the leases for a Facility and, to the knowledge of the Seller, no event has occurred and no circumstances exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default. The Seller has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Seller under any of the leases for a Facility and no party to any of such leases has exercised any termination rights with respect thereto. All Equipment (excluding Equipment that does not have a cost basis of $10,000 or more as of the date of this Agreement) is set forth in Schedule 1.1(a)(i) hereto. Except as set forth in Schedule 3.4(b) of the Disclosure Schedule, the Seller has good and marketable title to all of the Equipment and all of the Equipment is in the Seller’s possession. All Inventories as of the date of this Agreement are set forth in Schedule 1.1(a)(ii) hereto. The Seller has good and marketable title to all Inventories free and clear of all Liens other than Permitted Liens and those Liens set forth in Schedule 3.4(c) of the Disclosure Schedule, which Liens set forth on such schedule shall be released on or prior to the Closing, and such Inventories are in a good and marketable condition and are saleable in the ordinary course of the Business. The Inventories constitute sufficient quantities for the normal operation of the Business in the ordinary course in accordance with past practice. The Accounts Receivable are owned by the Seller free and clear of all Liens other than Permitted Liens and those Liens set forth in Schedule 3.4(d) of the Disclosure Schedule, which Liens set forth on such schedule shall be released on or prior to the Closing. All Accounts Receivable were generated in the ordinary course of business. Except as set forth on Schedule 3.4(d) of the Disclosure Schedule, the Seller is unaware of any existing facts or circumstances that could reasonably be expected to result in the Accounts Receivable not being fully collected in accordance with their terms. The Seller owns or possesses licenses or other rights to use, and will at the Closing transfer to the Buyer, all rights to all Proprietary Rights necessary for the conduct of the B...
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Title to and Condition of Transferred Assets. Subject to any restrictions or Encumbrances arising out of the Biovail Litigation: Xxxx has good and marketable title to the Transferred Assets free and clear of all Encumbrances, other than Permitted Encumbrances, and IntelGenx will receive good and marketable title to the Transferred Assets to IntelGenx pursuant to this Agreement, free and clear of all Encumbrances, other than Permitted Encumbrances. INTELGENX ACKNOWLEDGES AND AGREES THAT, OTHER THAN CARY’S REPRESENTATIONS SET FORTH IN THIS SECTION 7.3, XXXX DOES NOT EXTEND ANY WARRANTY, EXPRESS OR IMPLIED AS TO THE TRANSFERRED ASSETS.
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Title to and Condition of Transferred Assets. Seller is the sole and exclusive owner of, and has good, exclusive and transferable title to, all of the Transferred Assets, and, subject to entry of the Sale Order, has the power to sell the Transferred Assets, in each case, free and clear of all Liens. No Transferred Asset (i) is subject to any Action or outstanding Order that restricts in any manner the use or transfer thereof or that may materially affect the validity, use or enforceability thereof or any rights or remedies relating thereto or (ii) is owned or held, in whole or in any part, by any Person other than Seller. At the Closing, Purchaser will obtain good and valid title to the Transferred Assets, free and clear of all Liens (subject to the entry of the Sale Order), without incurring any penalty or other adverse consequence, including, without limitation, any increase in royalties, or license or other fees imposed as a result of, or arising from, the consummation of the Transactions. The Transferred Assets do not include any shares in the capital of, or any other equity interests in, any Person, including Seller’s Subsidiaries. All tangible assets and properties which are part of the Transferred Assets are in good operating condition and repair and are usable in the ordinary course of business.
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Related to Title to and Condition of Transferred Assets

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

  • General Representations and Warranties To induce Agent and Lenders to enter into this Agreement and to make available the Commitments, Loans and Letters of Credit, each Obligor represents and warrants that:

  • Environmental Representations and Warranties Except as otherwise disclosed by that certain Phase I environmental report (or Phase II environmental report, if required) delivered to Lender by Borrower in connection with the origination of the Loan (such report is referred to below as the “Environmental Report”), (a) there are no Hazardous Substances or underground storage tanks, surface impoundments, landfills, or disposal areas in, on, or under the Property and no Hazardous Substances have been handled, manufactured, generated, stored, processed, or disposed of on or released or discharged from the Property, except those that are (i) in compliance with Environmental Laws and with permits issued pursuant thereto (to the extent such permits are required under Environmental Laws), (ii) de-minimis amounts necessary to operate the Property for the purposes set forth in this Agreement which will not result in an environmental condition in, on or under the Property and which are otherwise permitted under and used in compliance with Environmental Laws, and (iii) fully disclosed to Lender in writing prior to the execution of the Loan Documents; (b) there are no past, present or threatened Releases of Hazardous Substances in, on, under or from the Property which has not been fully remediated in accordance with Environmental Law; (c) there is no threat of any Release of Hazardous Substances migrating to the Property; (d) there is no past or present non-compliance with or liability under any Environmental Laws, or with permits issued pursuant thereto, in connection with the Property (or operations thereon) which has not been fully remediated or resolved in accordance with Environmental Law; (e) Borrower does not know of, and has not received, any written or oral notice or other communication from any Person (including a Governmental Authority) relating to the possible liability of any Person pursuant to any Environmental Law, any Hazardous Substances or other environmental conditions present at or otherwise involving the Property, any Hazardous Substances requiring Remediation under any Environmental Laws, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; (f) Borrower has truthfully and fully disclosed to Lender, in writing, any and all information relating to environmental conditions in, on, under or from the Property that is known to Borrower and has provided to Lender all information that is contained in Borrower’s files and records, including any reports relating to Hazardous Substances in, on, under or from the Property or the environmental condition of the Property; and (g) there are no Institutional Controls or Environmental Liens on or affecting the Property.

  • Reciprocal Representations and Warranties The Seller/Servicer and Residential Funding each represents and warrants to the other that as of the date of this Contract:

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • Representations; Warranties Any representation or warranty made by any Loan Party herein or any other Loan Document is breached or is false or misleading in any material respect, or any schedule, certificate, financial statement, report, notice or other writing furnished by any Loan Party to the Administrative Agent or any Lender in connection herewith is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified.

  • Representations, Warranties and Agreements of Purchaser (a) The Purchaser hereby represents and warrants to the Seller, as of the date hereof (or such other date as is specified in the related representation or warranty) as follows:

  • Mutual Representations and Warranties Each Party hereby represents and warrants to the other Party as follows:

  • General Representations Each Party hereby represents and warrants to the other Party as follows:

  • GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS Each Assignor represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:

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