TITLE TO ASSETS. The Borrower has good and marketable title to all of its assets (including, but not limited to, the Collateral) and the same are not subject to any security interest, encumbrance, lien or claim of any third person except for Permitted Liens.
TITLE TO ASSETS except for assets which are leased, it is the beneficial owner free from all encumbrances (other than Permitted Encumbrances) of all its other assets including, without limitation, the assets reflected on the most recent Financial Statements delivered to the Agent, except as disposed of since the date thereof in the ordinary course of trading;
TITLE TO ASSETS each Obligor is the legal and beneficial owner of --------------- and has good and marketable title to its assets free and clear of any Encumbrance other than Permitted Encumbrances;
Examples of TITLE TO ASSETS in a sentence
TITLE TO ASSETS; LIENS (a) The Company has filed all required forms, reports and documents with the Commission since January 1, 1995, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each as in effect on the dates such forms, reports and documents were filed.
TITLE TO ASSETS No person or entity shall have any legal or equitable right or interest in the contributions made by any Participating Company, or otherwise received into the Fund, or in any assets of the Fund, except as expressly provided in the Plan.
TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS..........
TITLE TO ASSETS; ENCUMBRANCESSellers own good and transferable title to all of the Assets free and clear of any Encumbrances other than those described in Schedule 3.7. Sellers warrant to Buyer that, at the time of Closing, all Assets shall be free and clear of all such Encumbrances other than those identified on Schedule 3.7 (“Permitted Encumbrances”).
TITLE TO ASSETS The real and tangible property owned and/or leased by the Companies and the intangible personal property, including patents, patent applications, inventions, discoveries, processes, formulae, trade secrets, proprietary technical information and know-how owned by, or licensed to, the Companies, constitute all of such property now used in, and necessary for the conduct of, the business of the Companies, in the manner and to the extent presently conducted, or planned, by them.
More Definitions of TITLE TO ASSETS
TITLE TO ASSETS. Seller has good and marketable title to all of the Assets and interests in Assets, whether personal, tangible, and intangible, which constitute all the Assets and interests in assets that are used in the business of Seller to be sold pursuant to this Agreement. All the Assets are free and clear of mortgages, liens, pledges, charges, encumbrances, equities, claims, easements, rights of way, covenants, conditions, or restrictions, EXCEPT (i) the lien of current taxes not yet due and payable; and (ii) possible minor matters that, in the aggregate, are not substantial in amount and do not materially detract from or interfere with the present or intended use of any of the Assets, nor materially impair business operations. All tangible personal property of Seller is in good operating condition and repair, ordinary wear and tear excepted. Except as set forth on the appropriate SCHEDULE listing such Assets, 50 neither any officer, nor any director or employee of Seller, nor any spouse, child or other relative of any of these persons, owns, or has any interest, directly or indirectly, in any of the personal property owned by or leased to Seller or any copyrights, patents, trademarks, trade names or trade secrets licensed by Seller for use in the business to be sold pursuant to this Agreement. Seller does not occupy any real property in violation of any law, regulation or decree.
TITLE TO ASSETS. Except as set forth on Schedule 2.1(k) hereto, each ----------------- --------------- of the Company and the subsidiaries has good and marketable title to all of its real and personal property, free of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those such that, individually or in the aggregate, do not cause a Material Adverse Effect on the Company's financial condition or operating results. All said leases of the Company and each of its subsidiaries are valid and subsisting and in full force and effect.
TITLE TO ASSETS. NeoGene has good and marketable title in fee simple to all of its real and personal assets that it purports to own, free and clear of all mortgages, liens, loans and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not individually or in the aggregate materially impair NeoGene's ownership or use of such assets. With respect to the assets it leases, NeoGene is in material compliance with such leases and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances.
TITLE TO ASSETS. Seller has good and marketable title to all their respective assets and interests in assets, whether tangible or intangible, that are listed as part of Exhibit "A" to this agreement. All Assets transferred to the Buyer under this agreement are free and clear of restrictions on or conditions to transfer or assignment, and of mortgages, liens, leases, pledges, charges, encumbrances, equities, claims, covenants, conditions, or restrictions. No Shareholders, officers, directors, or employees of the Seller; or any spouse, child or other relative of any of these persons, owns, or has any interest, directly or indirectly, in any of the personal property owned and offered for sale to Buyer by Seller. Seller does not maintain ownership or possession of any Asset to be part of this sales agreement in violation of any law, regulation, or decree.
TITLE TO ASSETS each Group Company had on the respective dates of the Original Accounts good and marketable title to or valid leases of substantially all its assets which are reflected in the Original Accounts;
TITLE TO ASSETS. As used in this Section 6.14 the term "Asset" or "Assets" shall mean those assets listed or described in the Company's Financial Statements and/or used in the ordinary course of the Company's business. The Company has good and unencumbered title to all the Assets and its interest in the Assets to be conveyed to Buyer hereunder, whether real or personal, mixed, tangible, and intangible, which constitute all the Assets and interest in Assets. All the Assets are free and clear of mortgages, liens, pledges, charges, encumbrances and third-party claims, except for (i) those disclosed in the Financial Statements, or in the Schedules to this Agreement; (ii) the lien of current taxes not yet due and payable; and (iii) possible minor matters that, in the aggregate, are not substantial in amount and do not materially detract from or interfere with the present or intended use of any of these Assets, nor materially impair business operations. Buyer is accepting the Assets (not the Stock) "AS IS, WHERE IS". Except as set forth on the Schedules, neither any Shareholder, officer, director nor, to the current actual knowledge of the Shareholders, any employee of the Company or any spouse, child or other relative of any of the foregoing persons, owns, or has any interest, directly or indirectly, in any of the real or personal property owned by or leased to the Company or any copyrights, patents, trademarks, trade names or trade secrets licensed by the Company.
TITLE TO ASSETS. Existing Encumbrances: Intellectual and Real Property. Borrower has good and marketable title to all of its owned real and personal property assets and the right to possess and use all of its leased or licensed real and personal property assets. All such property interests are free and clear of any Liens, except for Permitted Liens (as defined in Section 5.5 hereof) and Liens described on Schedule 3.5 hereto. Schedule 3.5A hereto lists each trademark, service xxxx, copyright, patent, database, customized application software and systems integration software, trade secret and other intellectual property owned, licensed, leased, controlled or applied for by Borrower, together with relevant identifying information with respect to such intellectual property describing (among other things) the date of creation, the method of protection against adverse claims and the registration number. Schedule 3.5B hereto lists each real property interest owned, leased or otherwise used by Borrower, together with relevant identifying information describing (among other things) the location and use of each such real property interest, whether such interest is owned or leased (and, if leased, the lessor and record owner thereof), and the estimated appraised value thereof. Each such property and asset is in good order and repair (ordinary wear and tear excepted) and is fully covered by the insurance required under Section 4.8 hereof. Each such property and asset owned by Borrower is titled in the current legal name of Borrower. Schedule 3.5C hereto identifies each legal, operating and trade name that Borrower has used (or permitted the filing of a UCC financing statement under) at any time during the twelve (12) consecutive calendar years immediately preceding the Closing Date.