Title to Purchased Assets and Related Matters. The Sellers have good and valid title to all of the Purchased Assets, free and clear of all Encumbrances, except those described on Schedule 3.7. Except as set forth in Schedule 3.7, the Purchased Assets (including, without limitation, the Material Contracts) and the Leased Premises (as defined in Section 3.8 below) include all properties and assets (real, personal and mixed, tangible and intangible, and all leases, licenses and other agreements) utilized by the Sellers in carrying on their business in the ordinary course. Except as set forth on Schedule 3.7, the Purchased Assets (i) are in the exclusive possession and control of the Sellers and no person or entity other than the Sellers are entitled to possession of any portion of the Purchased Assets; and (ii) do not include any contracts for future services, prepaid items or deferred charges the full value or benefit of which will not be usable by or transferable to the Buyer, or any goodwill, organizational expense or other similar intangible asset.
Title to Purchased Assets and Related Matters. Except as otherwise set forth on Schedule 4.11, to Seller’s knowledge Seller has good and marketable title to, valid leasehold interest in or valid licenses to use, all the Purchased Assets, free from any Encumbrances. The use of the Purchased Assets is not subject to any Encumbrances. The use of the Purchased Assets (excluding the Confidential Information and the Intellectual Property) does not encroach on the property or the rights of any Person, and to Seller’s knowledge the use of the Confidential Information and the Intellectual Property does not encroach on the property or the rights of any Person. Except as otherwise set forth on Schedule 4.11, the Purchased Assets constitute all the Assets and services required for the continued operation of the Business by Buyer as operated by Seller during the past 12 months. The Purchased Assets, taken as a whole, constitute the Assets relating to or used or held for use in connection with the Business during the past 12 months (except for Inventory sold, cash disposed of, Accounts Receivable collected, prepaid expenses realized, Contracts fully performed, properties or Assets replaced by equivalent or superior Assets, in each case in the ordinary course of business, and Excluded Assets). To Seller’s knowledge, there are no Assets used in the operation of the Business that are owned by any Person other than Seller that will not be licensed or leased to Buyer under valid, current license arrangements or leases.
Title to Purchased Assets and Related Matters. Except for Permitted Encumbrances, the Sellers own good and transferable title to all Purchased Assets free and clear of all Encumbrances.
Title to Purchased Assets and Related Matters. Seller has good and marketable title to all of the Purchased Assets, free from any Encumbrances except those specified in Schedule 3.4; and upon consummation of the transactions contemplated hereby, good and marketable title to the Purchased Assets will be vested in Buyer. The use of the Purchased Assets is not subject to any Encumbrances (other than those specified in the preceding sentence). The Purchased Assets constitute all of the assets necessary used by Seller exclusively in the operation of the Business. There are no outstanding agreements, confinements or Encumbrances inconsistent with the provisions of this Agreement, whether or not entered into by Seller or any of its predecessors in interest with respect to the Business or the Purchased Assets or otherwise.
Title to Purchased Assets and Related Matters. (a) Except for the Assets identified on Schedule 5.10(a), the Purchased Assets constitute all Assets that are necessary for the operation of the Facilities and the conduct of the Business in the manner currently operated and conducted by the Sellers.
Title to Purchased Assets and Related Matters. Except as otherwise set forth on Schedule 4.11, Seller has good and marketable title to, valid leasehold interest in or valid licenses to use, as applicable, all the Purchased Assets, free from any Encumbrances (other than Permitted Encumbrances). The use of the Purchased Assets is not subject to any Encumbrances (other than Permitted Encumbrances), and such use does not encroach on the property or the rights of any Person.
Title to Purchased Assets and Related Matters. The Seller has good and marketable title to, valid leasehold interests in, or valid licenses to use all of the Purchased Assets, free from any Encumbrances and, in the case of leased or licensed property, subject to the rights of the lessor or licensor. The use of the Purchased Assets is not subject to any Encumbrances (other than those specified in the preceding sentence). The Purchased Assets, taken as a whole, constitute all of the properties and assets relating to or used or held for use in connection with the Business during the past 12 months (except for Inventory sold, cash disposed of, Accounts Receivable collected, prepaid expenses realized, Contracts fully performed, properties or assets replaced by equivalent or superior assets, in each case in the ordinary course of business, and the Excluded Assets). Except for the Excluded Assets, there are no assets or properties used in the operation of the Business that are owned by any Person other than the Seller that will not be licensed or leased to the Buyer under valid, current license arrangements or leases, subject to receipt of all Seller Required Consents.
Title to Purchased Assets and Related Matters. Except as set forth on Schedule 3.5, WPE has good and marketable title to, or valid leasehold interests in, all of the Purchased Assets, free from any Encumbrances (other than the Assumed Liabilities and Encumbrances that secure the Assumed Liabilities). The use of the Purchased Assets is not subject to any Encumbrances (other than those specified in the preceding sentence), and such use does not materially encroach on the property or rights of anyone else. The Purchased Assets, the Assumed Liabilities and the Acquired Locations constitute all property and property rights now used or necessary for the conduct of the Business in the manner and to the extent presently conducted by WPE.
Title to Purchased Assets and Related Matters. The Seller or the Subsidiaries have good title to all of the Purchased Assets, free and clear of all Encumbrances, except those described on Schedule 3.7 and liens for taxes not yet due and payable. Except as set forth in Schedule 3.7, the Purchased Assets are in the exclusive possession and control of the Seller or a Subsidiary and no person or entity other than the Seller or a Subsidiary is entitled to possession of any portion of the Purchased Assets.
Title to Purchased Assets and Related Matters. (a) Except as set forth in Section 5.8 of the Seller Disclosure Schedule, Sellers at the Closing will have, and will transfer to Purchaser, good and marketable title in each of the Purchased Assets that are tangible in nature, or a valid leasehold interest, free and clear of all Encumbrances, except for Permitted Encumbrances. Except as set forth in Section 5.8 of the Seller Disclosure Schedule, the Purchased Assets and the rights conveyed to Purchaser under this Agreement, including the Licensed Requisite Rights and the Assigned Contracts, and the Related Documents, including the provision of materials and services under the Transition Services Agreement and the Leases, constitute the Assets used in the U.S. Business that together are sufficient for the conduct of the U.S. Business immediately following the Closing in substantially the same manner as currently conducted.
