Assets Generally. (a) The Assets include all properties, tangible and intangible, and only such properties, currently listed on Exhibit A. Other than the Required Consents and the Governmental Approvals, no licenses or other consents from, or payments to, any other Person are or will be necessary for Buyer to use and operate the Assets in the manner in which Seller has used and operated the same. The Assets include only those items specifically listed on Exhibit A. All other items are specifically excluded.
(b) Seller holds good and marketable title, license to all of the Assets and has the complete and unrestricted power and the unqualified right to sell, assign and deliver the Assets to Buyer. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and marketable title, license to the Assets free and clear of any Liens and there exists no restriction on the use or transfer of the Assets. No Person other than Seller has any right or interest in the Assets, including the right to grant interests in the Assets to third parties, except for Assets licensed or leased from third parties which are set forth in the Seller Disclosure Schedule and identified as such. The Assets do not include any assets associated with the Leased Facility which are claimed by the Landlord.
(c) None of the Assets that constitute tangible personal property is held under any lease, security agreement, conditional sales contract, lien, or other title retention or security arrangement.
(d) Except as provided in this Agreement, no restrictions will exist on Buyer’s right to sell, resell, license or sublicense any of the Assets, nor will any such restrictions be imposed on Buyer as a consequence of the transactions contemplated by this Agreement or by any agreement referenced in this Agreement.
(e) All of the Purchased Assets are beginning sold in an “as is where is” condition on the Closing Date with no warranties or representations regarding the condition or quality of the Assets or its suitability for Buyer’s purposes.
Assets Generally. (a) Except as otherwise expressly provided in this Agreement, Seller makes no representations or warranties whatsoever to Buyer or any other Person, express, implied, statutory or otherwise, concerning the Assets, the Assumed Liabilities, the Business or any other matter, including, but not limited to, any representation or warranty as to value, quality, quantity, condition, merchantability, design, suitability, usability, salability, obsolescence, working order, compliance with law, validity or enforceability. BUYER SPECIFICALLY ACKNOWLEDGES THAT NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE MADE OR SHOULD BE IMPLIED IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(b) The Assets to be transferred hereunder (together with services to be provided pursuant to the Transition Services Agreement) constitute all the assets, properties and rights of Seller necessary to operate the Business as currently being operated.
(c) Seller owns outright and has good and marketable title to, or a valid leasehold interest in, or a valid right to use, all of the Assets conveyed by it free and clear of all Encumbrances, except for Permitted Encumbrances. On the Closing Date, Seller will transfer to Buyer good and marketable title to, or a valid leasehold interest in, the Assets, free and clear of all Encumbrances. The representations and warranties in this Section 5.8(c) do not apply to the Intellectual Property Assets, which are covered in Section 5.6.
(d) All of the tangible personal property included in the Assets, in each case with a value in excess of $10,000, has been, to Seller’s knowledge, properly maintained and is adequate and suitable for the purposes for which it is presently being used and is in good operating condition, ordinary wear and tear excepted.
Assets Generally. Seller holds good and marketable title, license to or leasehold interest in all of the Acquired Assets and has the complete and unrestricted power and the unqualified right to sell, assign and deliver the Acquired Assets to Buyer. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and marketable title, license or leasehold interest to the Acquired Assets free and clear of any encumbrances and there exists no restriction on the use or transfer of the Acquired Assets. No Person other than Seller has any right or interest in the Acquired Assets, including the right to grant interests in the Acquired Assets to third parties.
Assets Generally. (a) During the term of this Funding Agreement, the Recipient must (unless otherwise agreed with the Department in writing):
(1) use any Asset only for the purposes of the Project or other purposes consistent with the Outcomes;
(2) obtain and maintain good title to all Assets (other than Assets which the Recipient leases);
(3) subject to clause 17.1(b), not encumber or dispose of any Asset without the Department’s prior written approval;
(4) hold all Assets securely and safeguard them against theft, loss, damage, or unauthorised use;
(5) use all reasonable endeavours to maintain all Assets in good working order;
(6) maintain all appropriate insurances in respect of any Assets;
(7) if required by Law, maintain registration and licensing of all Assets;
(8) be fully responsible for, and bear all risks relating to, the use or disposal of all Assets; and
(9) if requested by the Department, maintain an Assets register as specified by the Department, and provide a copy of the register to the Department on request.
(b) Notwithstanding clause 17.1(a), the Recipient may, at any time, dispose of any Asset without the Department’s prior approval but with prior written notice to the Department, where it relates to:
(1) the disposal of obsolete or redundant vehicles, plant and equipment;
(2) a disposal of an Asset for the purposes of replacing that Asset; or
(3) where that disposal is necessary for the maintenance of other Assets.
(c) If the Recipient sells or otherwise disposes of an Asset during the term of this Funding Agreement, the Department may, at its discretion, recover from the Recipient:
(1) the proportion of the value of the Asset following depreciation calculated as at the date of sale or disposal which is equivalent to the proportion of the purchase price of the Asset that was funded from the Funds; or
(2) the proportion of the market value of the Asset which is equivalent to the proportion of the purchase price of the Asset that was funded from the Funds.
(d) On termination of this Funding Agreement (other than, to avoid doubt, the expiry of this Funding Agreement in accordance with clause 3), the Department may:
(1) recover from the Recipient the proportion of the value of the Asset following depreciation calculated as at the date of termination which is equivalent to the proportion of the purchase price of the Asset that was funded from the Funds;
(2) recover from the Recipient the proportion of the market value of any Asset which is equivalent to the pr...
Assets Generally. (a) Other than the Sellers, no other Affiliate of Parent has any right, title or interest in and to the Assets. Since October 1, 2001, no transfer of any interest in the Assets has been made by any of the Sellers or PGLP, other than transfers, directly or indirectly, to one or more of the Sellers.
(b) There are no mortgages, pledges, liens, security interests, encumbrances, charges or other similar claims (collectively, “Liens”) on the Assets and there are no Liens for Taxes or income taxes owed by Sellers or any of their Affiliates on the Assets other than (i) Liens for Taxes or income taxes not yet due and payable, (ii) Permitted Liens, (iii) nonexclusive licenses for use of the Transferred Software (in object code form only) from any Seller to end users that are listed on Schedule 2.7(b)-1 each of which (collectively, the “End-User Licenses”) was entered into in the ordinary course of business pursuant to the terms of a written license agreement in the form attached hereto as Schedule 2.7(b)-2 (the “Form End-User License”), (iv) nonexclusive licenses for use of the Common Product Elements as part of the Portal Software (as defined in the License-Back Agreement) (in object code form only) from any Seller to end users, each of which (collectively, the “Portal Licenses”) was entered into in the ordinary course of business pursuant to the terms of a written license agreement substantially in the form attached as Exhibit 2.3(c) to the License-Back Agreement, and (v) the License-Back Agreement. To the Knowledge of Sellers, there are no Permitted Liens on any Asset. All of the End-User Licenses (other than any Approved Licenses) shall be terminated by Sellers, with no liability to Buyer, on or before ninety (90) days after the First Closing Date.
(c) Since October 1, 2001, none of the Sellers nor any of the Sellers’ Affiliates has granted to any Person, and, to the Knowledge of Sellers, no Person, other than Sellers and their licensees under the End-User Licenses and the Portal Licenses, holds, any license or other rights (or has any option to acquire any license or other rights) to use (including any right to directly or indirectly copy, modify, license, sublicense, publish or distribute) any of the Transferred Software or any other Assets.
(d) Since October 1, 2001, no Seller has entered into any lease, security agreement, conditional sales contract, lien or other title retention or security arrangement in connection with any of the Tangible Assets.
Assets Generally. The Assets and the Technology and Trademarks include all properties currently used by InfoPak in operating the MLS Business conducted with the Assets and Technology and Trademarks and necessary for DataNet to operate the MLS Business conducted with the Assets and Technology and Trademarks after the Closing Date in a manner substantially equivalent to the manner in which InfoPak has operated the MLS Business conducted with the Assets prior to and through the Closing Date.
Assets Generally. The Company and the Subsidiaries have good and valid title to all material assets owned by them, in each case free and clear of all Liens except (i) mechanics', carriers', workmen's, repairmen's or other like liens arising under applicable law in the ordinary course of business, (ii) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business if the underlying obligations are not overdue for a period of more than 90 days, (iii) Liens for Taxes which are not yet due and payable, (iv) mortgages, liens, security interests and encumbrances which secure debt that is reflected as a liability on the Company Financial Statements and the existence of which is indicated in the notes thereto and (v) other imperfections of title or encumbrances, if any, which do not, individually or in the aggregate, materially impair the continued use and operation or the marketability of the assets to which they relate (the mortgages, liens, security interests, encumbrances and imperfections of title described in clauses (i) through (v) above are hereinafter referred to collectively as "Permitted Liens"). All the material tangible personal property of the Company and the Subsidiaries has been maintained in all material respects in accordance with the past practice of the Company and the Subsidiaries and generally accepted industry practice. Each item of material tangible personal property of the Company and the Subsidiaries is in all material respects in good working order and is adequate and sufficient for the Company's or Subsidiaries' intended purposes, ordinary wear and tear excepted. This Section 2.14(a) does not relate to real property or interests in real property, such items being the subject of Section 2.14(b).
Assets Generally. (a) NextPhase owns outright, and has good and marketable title to, all of the Assets , free and clear of all Liens. None of the Assets are subject to any restriction with regard to transferability. NextPhase does not own any assets other than the Assets.
(b) NextPhase does not have any agreements, options, commitments or understandings with, of or to any person to acquire any of the Assets or any rights or interest therein, except for this Transaction.
Assets Generally. Except as set forth on Schedule 3.10.1 attached hereto, the DCAP Entities own outright, and have good and marketable title to, or lease pursuant to leases described on Schedule 3.14, all of their respective assets (including all assets reflected in the DCAP Balance Sheet, except as the same may have been disposed of in the ordinary and usual course of business consistent with past practice since the DCAP Balance Sheet Date), free and clear of all Liens. Upon consummation of the transactions contemplated by this Agreement, except as set forth on Schedule 3.10.1, the DCAP Entities will own their respective assets, free and clear of all Liens. The assets of the DCAP Entities are sufficient to permit them to conduct the DCAP Business as now conducted. None of the assets of the DCAP Entities are subject to any restriction with regard to transferability. There are no Contracts with any Person with respect to the acquisition of any of the assets of the DCAP Entities or any rights or interests therein.
Assets Generally. 10 EXTECH CORPORATION
