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 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. Seller owns and has good and marketable title to all of the Assets being acquired by Buyer, and as of the Closing Date, the Assets shall be free and clear of all Encumbrances. Neither the ownership nor use of the Assets conflicts with the rights of any Person or Entity.
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.
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.
Assets and Title. 29 11.5. The Capital Leases...........................................................30 11.6. Litigation...................................................................30 11.7. Compliance with Laws and Regulations.........................................30 11.8.
