Assets and Title. The Assets include all of the assets used in connection with the Business. The Buyer owns and has good and marketable title to all of the Assets, and as of the Closing Date the Assets shall be free and clear of all Encumbrances. The books of account of the Buyer are complete and correct in all material respects. At the Closing, all such books and records shall be located at the business office of the Buyer.
Assets and Title the Customer is the legal and/or beneficial owner or has title to all its assets including the Goods;
Assets and Title. The Assets include substantially all assets used by Seller in its operation of the Business. Seller owns and has good and valid title to, or a valid leasehold interest in, the Assets, and as of the Closing Date, the Assets will be free and clear of all Encumbrances (except for Permitted Encumbrances). Schedule 3.4 sets forth a list of any Encumbrances on the Assets existing as the Closing Date.
Assets and Title. The Assigned Assets include all assets used or useful in connection with the Business. On the Closing Date, the Company shall own and have good and marketable title to all of the Assigned Assets free and clear of all Encumbrances other than Permitted Encumbrances. Neither the ownership nor use of the Assigned Assets conflicts with the rights of any Person. The Company has not given any power of attorney that relates to the Assigned Assets to any other Person.
Assets and Title. A list of all assets of Company showing, for tangible assets where each is physically located, are described on attached Exhibit 5.N. To the extent that any specific asset of Company is not properly titled as being owned by Company, Seller and Company will take all action and execute all documents, instruments and certificates necessary to properly reflect Company ownership. Company owns and has good and marketable title to all of its assets subject to no liens or encumbrances other than those described on attached Exhibit 5.M.(2). Company's assets conform to federal, state and local fire, building, zoning, health and safety codes, regulations and rules, and no default or violation exists with respect to them. Company has not sold, transferred, licensed, leased, or encumbered any assets other than in the ordinary course of business.
Assets and Title. 3.1. The Parties hereby agree that except for the Concept and the Intellectual Property Rights, legal title to the Brand, including all incoming funds resulting directly from the exploitation of the Brand, shall be in the name of the Subsidiary.
Assets and Title. Seller holds good and marketable title to all of the Assets. Neither Seller nor any Principal or any other person has sold, assigned, granted or transferred to any person, firm or entity any interest in the Assets, the Business, or any part thereof. Seller is authorized and possesses the right to sell, assign, transfer and convey the Assets to Buyer and to permit Buyer to occupy the Jamestown Property during the remaining term of the Jamestown Lease; and Seller's sole and undivided interest in and to the Assets is assignable and transferable. Upon the consummation of the transactions described in this Agreement, Buyer will acquire good and marketable title to all of the Assets, free and clear of any lien, claim, encumbrance, pledge or security interest of any nature whatsoever.
Assets and Title. (a) Except as listed or described on Schedules 1.1.4 and 4.1.7(a), the Assets to be Transferred to Purchaser at the Closing pursuant to Section 1.1 constitute all the assets used in and reasonably necessary to conduct the Business as presently conducted.
(b) Except as set forth on Schedule 4.1.7(b) and subject to the applicable Related Agreements, Seller has, and following the Closing Purchaser will have, good, valid, and marketable title to the Assets free and clear of all title defects or objections, mortgages, liens, claims, charges, pledges, security interests or other encumbrances of any nature whatsoever, including without limitation licenses, leases, chattel or other mortgages, collateral security arrangements, pledges, title imperfections, defect or objection liens, security interests, conditional and installment sales agreements, encumbrances, charges, easements, encroachments or restrictions, of any kind and other title or interest retention arrangements, reservations or limitations of any nature (collectively, "Liens"), other than (a) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business and which will be discharged as of the Closing Date and (b) Liens for Taxes, assessments and other governmental charges which are not due and payable or which may thereafter be paid without penalty. (The items referred to in the exception to the immediately preceding sentence are hereinafter referred to as "Permitted Liens").
(c) Except as set forth on Schedule 4.1.7(c) and the current title report attached as Exhibit 4.1.7(c), Seller has good and marketable title in fee simple to the Real Estate and in good and transferable leaseholds in the leased Real Estate, in each case, under valid and enforceable leases. Except as disclosed in Exhibit 4.1.7(c) or on Schedule 4.1.7(c), and subject to Seller's access rights under the Environmental, Health and Safety Agreement and the Transition Agreement, none of such real properties is subject to any easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments which materially and adversely affect the value thereof or which interfere with or impair the present and continued use in the usual and normal conduct of the Business. Schedule 4.1.7(c) lists (i) the street address of each parcel of the Real Estate and (ii) as to each parcel of Real Estate, the number of the title policy, if any,...
Assets and Title. 13.1 The buildings, machinery, equipment, tools, furniture and other fixed assets of the Company and the Subsidiaries, including those reflected in the balance sheet included in the Accounts, are suitable for the purposes for which they are used in the businesses of the Company and the Subsidiaries. Except for (i) assets owned by members of the Marshalls Group and provided to the Group as described in the Disclosure Letter and (ii) assets for which a Group Company has the right to use that are not material to the Business, the assets owned by the Group together with any assets held under any hire or hire purchase rental or leasing agreement comprise all the assets necessary for the continuation of the Business as now carried on. Maintenance contracts are in full force and effect in respect of all telecommunications equipment of the Group which is of a kind which is normal or prudent to have maintained by independent or specialist contractors.
13.2 During the year preceding the date of this Agreement none of the services provided by any Group Company to a customer has suffered an outage which would give such customer a legal right to terminate the relevant contract under which that service is provided.
13.3 The Company and each of the Subsidiaries owns or has the right to use all of their properties and assets reflected in the balance sheet included in the Accounts. 57 14 RELATED PARTY TRANSACTIONS --------------------------
14.1 Except for the customer contracts with the Marshalls Group attached to the Disclosure Letter and the Marshalls Contracts and any agreements or arrangements with British Telecommunications plc or any of its subsidiaries regarding the provision of normal telephone services, local tails, facilities management agreements and nodal housing agreements, there are no contracts, arrangements, or transactions currently in effect between the Company or any of the Subsidiaries, on one hand, and any member of the Marshalls Group or any affiliate of the Marshalls Group or British Telecommunications plc or any of its subsidiaries on the other hand. Except as set forth in the Disclosure Letter, no member of the Marshalls Group (i) has any interest in any assets or property used in the Business, (ii) has any direct or indirect interest of any nature in any corporation or business which competes with, conducts any similar business to, has any arrangement or agreement with, or is involved in any other way with the Business, (iii) has any contractual ...
Assets and Title. 3.15.1 The Owned Real Property, Leased Real Property, Owned Personal Property, Leased Personal Property, Contracts, JNET Intellectual Property, and JNET Confidential Information constitute all of the assets and rights of the Group Companies necessary to conduct the business as currently conducted and to create, develop, market, distribute and license the JNET Products. None of the Shareholders personally owns any assets or rights that are essential to, or otherwise utilized in, the conduct of business of any Group Company or the creation, development, marketing, distribution and licensing of the JNET Products.
3.15.2 Each Group Company has good and marketable title to, or a valid and binding leasehold interest in, the Leased Real Property, Owned Personal Property and the Leased Personal Property, free and clear of all liens, claims and encumbrances.
