Good Title Conveyed, Etc. SBCL has complete and ------------------------ unrestricted power and the unqualified right to sell, assign, transfer and deliver to the Buyer, and upon consummation of the transactions contemplated by this Agreement, the Buyer will acquire, good, valid and marketable title to, the SBCL Assets, free and clear of all Liens, except for (I) Liens which, either individually or in the aggregate, are not material to the Business or the SBCL Assets, or (ii) those Liens listed in Schedule 6 hereto. The Xxxx of Sale and the deeds, endorsements, assignments and other instruments to be executed and delivered to the Buyer by SBCL at the Closing will be valid and binding obligations of the Seller enforceable in accordance with their terms, and will effectively vest in the Buyer good, valid and marketable title to the SBCL Assets.
Good Title Conveyed, Etc. The Shareholders have complete and ------------------------ unrestricted power and the unqualified right to sell, assign, transfer and deliver to Acquiror, and upon consummation of the transactions contemplated by this Agreement, Acquiror's Subsidiary will acquire, good, valid and marketable title to, the Company Stock to be transferred to Acquiror's Subsidiary hereunder, free and clear of all mortgages, pledges, liens, security interests, conditional sales agreements, encumbrances or charges of any kind.
Good Title Conveyed, Etc. The Company has complete and unrestricted ------------------------ power and the unqualified right to sell, assign, transfer and deliver to Purchaser, and upon consummation of the transactions contemplated by this Agreement, Purchaser will acquire good and valid title to, the Assets, free and clear of all mortgages, pledges, liens, security interests, conditional sales agreements, Encumbrances or charges of any kind, except for the liens set forth on Section 3.20 of the Disclosure Schedule. The Xxxx of Sale and Assignments, when duly executed and delivered by the Company to Purchaser at the Closing, will effectively vest in Purchaser good and valid title to the Assets.
Good Title Conveyed, Etc. Seller has complete and unrestricted power and the unqualified right to sell, assign, transfer and deliver to Purchaser, and Purchaser is acquiring, good, valid and marketable title to the Acquired Assets, free and clear of all mortgages, pledges, liens, security interests, conditional sales agreements, encumbrances, claims or charges of any kind, except those referred to in Section 5.08 hereof. The Bill xx Sale and the deeds, endorsements, assignments and other instruments being executed and delivered to Purchaser by Seller at the Closing are valid and binding obligations of Seller, enforceable in accordance with their terms, and will effectively vest in Purchaser good, valid and marketable title to all the Acquired Assets, subject to the obligations of Seller set forth in Section 3.04 to provide further assurances.
Good Title Conveyed, Etc. The Seller has complete and unrestricted ------------------------ power and the unqualified right to sell, assign, transfer and deliver the Assets to Buyer, and upon consummation of the transactions contemplated by this Agreement, Buyer will acquire, good, valid and marketable title to the Assets to be transferred to Buyer hereunder, free and clear of all mortgages, pledges, liens, security interests, conditional sales agreements, encumbrances or charges of any kind, except as set forth on the Financial Statements and except for the Van
Good Title Conveyed, Etc. Except as otherwise provided herein, Seller has the unqualified right to sell, assign, transfer and deliver to Buyer and, upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and valid title to the Division Assets, free and clear of all Encumbrances except Permitted Encumbrances and Assumed Liabilities. The Bill xx Sale and the Related Instruments, when duly executed and delivered by Seller to Buyer at the Closing, and the delivery of the Division Assets, will effectively vest in Buyer good and valid title to all of the Division Assets subject only to Permitted Encumbrances and Assumed Liabilities.
Good Title Conveyed, Etc. 21 4.13 Real Property Assets.................................................................21 4.14 Taxes................................................................................23
Good Title Conveyed, Etc. Sellers have the power and the right to sell, assign and transfer and Sellers will sell and deliver to Purchaser, and upon consummation of the transactions contemplated by this Agreement, Purchaser will acquire good, valid and marketable title to the Acquired Assets, free and clear of all Liens other than Permitted Liens. This Agreement and the documents contemplated hereby, when duly executed and delivered by Sellers to Purchaser at the Closing, will effectively vest in Purchaser good, valid and marketable title to the Acquired Assets, subject to the Permitted Liens. REAL PROPERTY ASSETS.
Good Title Conveyed, Etc. 23 3.21 Personnel.....................................................................................23
Good Title Conveyed, Etc. Except as set forth on Schedule 4.7 and subject to obtaining the consents set forth in Schedule 4.6, Polychem has complete and unrestricted power and the unqualified right to sell, assign, transfer and deliver to Ecesis, and upon consummation of the transactions contemplated by this Agreement, Ecesis will acquire good and valid title to, the Assets, free and clear of all mortgages, pledges, liens, security interests, conditional sales agreements, encumbrances or charges of any kind. Except as set forth on Schedule 4.7, the Related Instruments, when duly executed and delivered by Polychem to Ecesis at the Closing, will effectively vest in Ecesis good and valid title to all of the Assets.
