BUSINESS; GOOD TITLE TO AND CONDITION OF ASSETS Sample Clauses

BUSINESS; GOOD TITLE TO AND CONDITION OF ASSETS. (a) Paragren's sole business is the development, marketing, licensing, installation and maintenance of software-based marketing tools and databases and the provision of consulting and other services in connection therewith (the "Business"). Except as set forth on Schedule 3.15 hereto, Paragren owns or has the right to use, (pursuant to a Contract listed on Schedule 3.26), all of the assets used in the conduct of its business. Paragren has good and marketable title to all of the assets and properties owned by it free clear of any Liens.
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BUSINESS; GOOD TITLE TO AND CONDITION OF ASSETS. INVENTORY
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BUSINESS; GOOD TITLE TO AND CONDITION OF ASSETS. (a) Upon the consummation of the transactions contemplated hereby, Schwarzkopf will have acquired and own all of the Acquired Entity's Assets and operations of its Business, and any related rights and interests thereto. Except as set forth in Schedule 3.16 and except for the Lien of PNC Bank which will be released at closing with funds from the Consideration described in Section 1.2, the Acquired Entity has good and marketable title to all of its Assets free and clear of any Liens.
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BUSINESS; GOOD TITLE TO AND CONDITION OF ASSETS. Inventory
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BUSINESS; GOOD TITLE TO AND CONDITION OF ASSETS. (a) Schedule 3.17(a)(i) sets forth all of Each Entity’s owned Assets and Fixed Assets. Each Entity has good and marketable title to, or a valid right to use, all of its Assets free and clear of any Liens, other than such Liens as are described on Schedule 3.17(a)(ii). For purposes of this Agreement, the term “
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BUSINESS; GOOD TITLE TO AND CONDITION OF ASSETS. (a) To the knowledge of Metelics, none of the Shareholders are engaged in the Microwave Components Business (as defined in Section 9.1) and do not own an interest in any Person engaged in the Microwave Components Business, other than (i) the Microwave Components Business conducted by Metelics, or (ii) the Shareholders' ownership interests in Metelics. Upon the consummation of the transactions contemplated hereby, the MCE Companies will have acquired and own all of Metelics' assets and operations engaged in the Microwave Components Business and related rights and interests. Except as specifically disclosed in Schedule 3.15, Metelics has good and marketable title to all of its assets free and clear of any Liens.
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Related to BUSINESS; GOOD TITLE TO AND CONDITION OF ASSETS

  • Title to and Condition of Assets Seller has good and marketable title to (or, with respect to any Assets that are leased, a valid leasehold interest in) all of the Assets to be acquired by TJC at the Closing, free from any liens, adverse claims, security interest, rights of other parties or like encumbrances of any nature. The Assets consisting of physical property are in good condition and working order, normal wear and tear excepted, and function properly for their intended uses.

  • Title and Condition of Assets Except for Lessee's leasehold interest in the Lease, the Lessee has good, marketable and legal title to its properties and assets. The Lessee has a good and valid leasehold interest in the Lease.

  • Title to and Condition of Properties Except as would not have a Material Adverse Effect, each Acquiror Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery, equipment and other personal property necessary for the conduct of its business as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of each Acquiror Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

  • Condition of Assets 4 2.10 TITLE TO AND ENCUMBRANCES ON PROPERTY . . . . . . . . . . . . . . . . . . 4 2.11 INVENTORIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.12 INTELLECTUAL PROPERTY RIGHTS; NAMES . . . . . . . . . . . . . . . . . . . 4 2.13

  • Ownership and Condition of Assets (a) The Seller is the true and lawful owner, and has good title to, all of the Acquired Assets, free and clear of all Security Interests, except as set forth in Section 2.10(a)(i) of the Disclosure Schedule. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii), the Buyer will become the true and lawful owner of, and will receive good title to, the Acquired Assets, free and clear of all Security Interests other than those set forth in Section 2.10(a)(ii) of the Disclosure Schedule.

  • Title to and Condition of Personal Property The Company has merchantable title to all personal property reflected in the April 1997 Balance Sheet or acquired subsequent to the date of the April 1997 Balance Sheet, free and clear of all liens or encumbrances, except as disclosed in Schedule 3.15 hereto. No representation or warranty as to the condition of any such personal property is made in this Agreement. The Company owns or has the right to use all such properties necessary to the conduct of its business as currently conducted.

  • Title to Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.

  • Sales, Etc. of Assets Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except:

  • Title to and Sufficiency of Assets Each Target Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests, (c) Liens specifically identified on the balance sheet as of the Interim Balance Sheet Date included in the Company Financials and (d) Liens set forth on Schedule 4.17. The assets (including Intellectual Property rights and contractual rights) of the Target Companies constitute all of the material assets, rights and properties that are currently used in the operation of the businesses of the Target Companies as it is now conducted or that are used or held by the Target Companies for use in the operation of the businesses of the Target Companies, and taken together, are adequate and sufficient for the operation of the businesses of the Target Companies as currently conducted.

  • Title to the Assets The Purchased Assets are owned by the Vendor with a good and valid title, free and clear of any and all encumbrances.

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