Title to Transferred Assets. From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.
Title to Transferred Assets. The Seller owns and has good and marketable title to all Transferred Assets, free and clear of all Liens.
Title to Transferred Assets. (a) The Seller has good and valid title to the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.
Title to Transferred Assets. Seller has good and valid title to all of the Transferred Assets, the right to license the Product Technology pursuant to Section 2.4 free and clear of all Encumbrances, other than Permitted Encumbrances. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL OF THE TRANSFERRED ASSETS ARE BEING SOLD, ASSIGNED, CONVEYED OR DELIVERED (AS APPLICABLE) TO BUYER ON AN “AS IS” “WHERE IS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT OF THIRD PARTY RIGHTS, AND ALL SUCH WARRANTIES ARE DISCLAIMED.
Title to Transferred Assets. The Transferred Assets are owned by WECU as the beneficial owner thereof with a good and marketable title thereto, subject however to certain charges, mortgages, liens, pledges, security interests and encumbrances which have been disclosed to PDH ULC.
Title to Transferred Assets. (a) Except as set forth on Schedule 5.9, (i) the Seller has good legal title to all of the Transferred Assets and the Seller Fee Property, free and clear of any pledge, mortgage or security interest of any kind whatsoever; (ii) each Affiliate identified on Schedule 5.11(b) has good legal title to the Affiliate Fee Property identified as owned by such Affiliate, free and clear of any pledge, mortgage or security interest of any kind whatsoever; and (iii) with respect to the Third Party Real Property identified on Schedule 5.11(e), Seller has no Knowledge of any adverse claim against the title to such Third Party Real Property.
Title to Transferred Assets. Immediately prior to the transfer of the Transferred Assets pursuant to this Agreement, the Transferor (A) is the true and lawful owner of the Transferred Assets and it has the legal right to transfer the Transferred Assets, (B) has good and valid title to the Transferred Assets and the Transferred Assets are on such date free and clear of all Liens and (C) will convey good, valid and indefeasible title to the Transferred Assets to the Transferee under this Agreement.
Title to Transferred Assets. Toppan owns and has good title to the Transferred Assets, free and clear of Encumbrances on the date hereof and immediately before the completion of the Spin-off.
Title to Transferred Assets. Seller owns or has the right to use (pursuant to a valid lease or license) all assets and properties necessary for Seller to conduct the Business in the manner presently conducted by Seller, and, except for the Excluded Assets, all of such assets and properties are included in the Transferred Assets. Except as set forth on SCHEDULE 4.8, Seller has good and marketable title to all the Transferred Assets, and pursuant to the Sale Order, Buyer shall receive good and marketable title to all the Transferred Assets, free and clear of all Liens except for Permitted Encumbrances. The plants, structures, equipment, vehicles and other tangible properties included in the Transferred Assets and the tangible property leased by Seller under leases included in the Transferred Assets are in good operating condition and repair, normal wear and tear excepted, and are capable of being used for their intended purpose in the Business as now conducted, except where such condition or capability would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Business. The Transferred Assets include all existing warranties and service Contracts with respect to any of the Transferred Assets to the extent transferable. All plants, structures, equipment, vehicles and other tangible properties included in the Transferred Assets, and the present use of all such items, conform to all Applicable Laws, except where the failure to conform or such violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Business, and no notice of any violation of any Applicable Laws relating to such assets or their use has been received by any Seller Party. The Transferred Assets include all easements, rights of ingress and egress, and utilities and services necessary for the conduct of the Business except where the failure to possess such easements, rights of ingress and egress and utilities and services would not reasonably be expected to have a Material Adverse Effect on the Business. Neither the whole nor any portion of any real property subject to leases included in the Transferred Assets has been condemned or otherwise taken by any public authority, nor, to the Knowledge of any Seller Party, is any such condemnation or taking threatened or planned.
Title to Transferred Assets. Except as set forth on Schedule 4.7, and except for real and personal property subject to leases, Seller has good, transferable and marketable title to or other valid ownership rights in the Transferred Assets. This Section 4.7 does not apply to the Transferred Intellectual Property.
