Clear Title to Assets Sample Clauses

Clear Title to Assets. Sellers have good and marketable title to the Assets sold under this Agreement. Other than in the ordinary course of business consistent with past practice, Sellers have not, since the date of theirs most recent Financial Statement, sold, assigned, transferred or otherwise disposed of any assets or properties used in its business in anticipation of the transactions contemplated by this Agreement.
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Clear Title to Assets. The exceptions to the representation and warranty relating to clear title of assets, Section 4.5, are as follows: As of the Effective Date there exist encumbrances that will be paid pursuant to Section 2.6 of the Restated Purchase Agreement. As of Closing, there will be nothing to disclose. Schedule 4.8 HAZARDOUS MATERIAL The exceptions to the representation and warranty relating to Hazardous Material, Section 4.8, are as follows: Nothing to disclose.
Sample 1
Clear Title to Assets. Except as set forth on Schedule 4.5, Servco has good title to the Assets, free and clear of all mortgages, pledges, security interests, liens and encumbrances, with the exception of taxes not due and payable which constitute a lien. The Assets constitute all of the tangible or intangible Assets necessary for the conduct of Servco’s business as presently conducted, other than the Excluded Assets and the licenses and permits used in the operations and business of Servco.
Sample 1
Clear Title to Assets. Except as set forth on SCHEDULE 3.5, the Company has good and marketable title to its assets and properties, free and clear of all mortgages, pledges, liens, security interests, licenses, equities, conditional sales contracts, charges, claims, encumbrances, easements, restrictions, chattel mortgages, mortgages or deeds of trust (collectively, "LIENS"), with the exception of Taxes not due and payable which constitute a Lien. Other than in the ordinary course of business consistent with past Business, the Company has not sold, assigned, moved or disposed of any assets or properties used in the Business in contemplation of the transactions provided for herein.
Sample 1
Clear Title to Assets. Except as set forth on Schedule 3.7, LabMentors has good and marketable title to the Assets, free and clear of all mortgages, pledges, security interests, liens and encumbrances, with the exception of taxes not due and payable which constitute a lien. The Assets and Liabilities constitute all of the tangible or intangible assets and liabilities necessary for the conduct of the Business as presently conducted. 3.8
Sample 1
Clear Title to Assets. Except as set forth on Schedule 4.4, E2S has good and marketable title to the Assets, free and clear of all mortgages, pledges, security interests, liens, and other encumbrances (collectively, "Encumbrances").
Sample 1

Related to Clear Title to Assets

  • Title to Assets The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

  • Good title to assets It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

  • Real Property; Title to Assets (a) The Company does not own any real property.

  • Title to Assets; Encumbrances Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances. Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all encumbrances.

  • Title to Assets; Liens Unless specifically licensed or leased to the Company, title to the assets of the Company, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Members, individually or collectively, shall have any ownership interest in such assets or any portion thereof or any right of partition. The Company shall be permitted to create, incur, assume or permit to exist Liens on any assets (including Equity Interests or other securities of any Person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof.

  • Title to Assets; No Encumbrances Each of the Loan Parties and its Subsidiaries has (a) good, sufficient and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.

  • Title to Assets and Properties (a) The Company and each of its Subsidiaries has good and valid title to all their respective material assets and properties (including those shown on the Balance Sheet) which are, individually or in the aggregate, material to the Company’s business or financial condition on a consolidated basis (except assets and properties which are no longer used or useful in the conduct of their businesses and those assets and properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent in all material respects with past practice), free and clear of all Liens, except for (x) Permitted Liens; (y) mortgages deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the consolidated financial statements of the Company included in the Filed Company SEC Documents; and (z) such other imperfections or irregularities of title or other Liens that, individually or in the aggregate, do not and could not reasonably be expected to materially affect the use of the properties or assets subject thereto or otherwise materially impair business operations as presently conducted or as currently proposed by the Company’s management to be conducted. All properties used in the operations of the Company’s business are reflected on the Balance Sheet to the extent required under GAAP to be so reflected. The rights, properties and assets presently owned, leased or licensed by the Company and its Subsidiaries include all rights, properties and assets necessary to permit the Company and its Subsidiaries to conduct their business in all material respects in the same manner as their businesses have been conducted prior to the date hereof; provided, that no representation is made in this Section 3.16 regarding Intellectual Property.

  • Title to Assets; Real Property (a) The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • 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.

  • Good Title to Property The Company and each of the Subsidiaries has good and valid title to all property (whether real or personal) described in the Registration Statement, the Disclosure Package and the Prospectus as being owned by each of them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, the Disclosure Package and the Prospectus and those that would not, individually or in the aggregate materially and adversely affect the value of such property and do not materially and adversely interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. All of the property described in the Registration Statement, the Disclosure Package and the Prospectus as being held under lease by the Company or a Subsidiary is held thereby under valid, subsisting and enforceable leases, without any liens, restrictions, encumbrances or claims, except those that, individually or in the aggregate, are not material and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries.

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