GOOD TITLE TO AND CONDITION Sample Clauses

GOOD TITLE TO AND CONDITION of Assets. Except as set forth on Schedule 4.12, the Company has good and marketable title to all of the Purchased Inventory. The Company will as of the Closing Date own the Purchased Inventory free and clear of any Liens (other than Permitted Liens), with full power to sell, transfer and assign the same to KAV free and clear of any Liens. To the Knowledge of the Company and AVS, Schedule 2.1(a) identifies the condition (e.g., serviceable, unserviceable, overhauled or new) of each item of Purchased Inventory.
Sample 1
AutoNDA by SimpleDocs
GOOD TITLE TO AND CONDITION. OF ASSETS; INVENTORY The Company has good and
Sample 1
GOOD TITLE TO AND CONDITION of the Subject Assets; Fixed Assets. The Seller has good and marketable title to the Subject Assets, free and clear of all Liens, except those set forth in Schedule 4.4(a). There are no unpaid taxes or other tax matters which are or could become a Lien on the Subject Assets other than as set forth in Schedule 4.4(a), all of which taxes or other tax matters will be satisfied, or provision made for the payment thereof, prior to the Closing. All of the Fixed Assets are in operating condition, normal wear and tear excepted, and are available for immediate use in the business to which the Subject Assets relate. Schedule 4.4(b) sets forth a list of all of the physical locations of the Fixed Assets, including a street address for each such location. Except for the representations and warranties set forth in this Agreement, the Seller makes no representations concerning any tangible personal property relating to the Business or the Subject Assets, including, without limitation, any implied warranty of merchantability or fitness for intended purpose.
Sample 1
GOOD TITLE TO AND CONDITION. OF ASSETS. Except as set forth in Schedule 3.15:
Sample 1
GOOD TITLE TO AND CONDITION of the Purchased Assets. At the Closing, Seller will have good title to all of the Purchased Assets (other than the rights of equipment lessors under the Equipment Leases), free and clear of all liens, mortgages, pledges, encumbrances or charges of every kind, nature, and description whatsoever. The Purchased Assets constitute, in the aggregate, all of the property necessary for the conduct of the businesses of the Surgery Centers in the manner and at the utilization levels at which such business is currently being conducted. The Purchased Assets are in good operating condition, ordinary wear and tear excepted. The Inventory consists of items of a quality and quantity usable in the normal course of Seller's businesses at values in the aggregate at least equal to the values at which such items are carried on their books. Seller has the right to use, free and clear of any royalty or other payment obligation, and without any claim of infringement, all service marks, trade names, logos, trade secrets and copyrights used or needed by Seller in the conduct of its business; and Seller has not received any notice of any conflict with or violation or infringement of any asserted rights of any other person or entity with respect to any such trade name or other Intangible Asset used in the operation of any Surgery Center.
Sample 1
GOOD TITLE TO AND CONDITION. OF ASSETS
Sample 1
GOOD TITLE TO AND CONDITION. OF ASSETS. Except as set forth on SCHEDULE 4.15, each Company has good and marketable title to all of the Purchased Assets, free and clear of any Liens, with full power to sell, transfer and assign the same to the Wackenhut Subsidiaries free and clear of any Liens. With exceptions that are not material in the aggregate, the tangible Purchased Assets are in good operating condition, normal wear and tear excepted, and have been maintained substantially in accordance with all applicable manufacturer's specifications and warranties. The Purchased Assets constitute, in the aggregate, all of the assets and properties necessary for the conduct of the Business in the manner in which and to the extent to which such Business is currently being conducted. SCHEDULE 4.15 lists the vehicles owned, leased or used by the Companies, setting forth the make, model, vehicle identification number and year of manufacture and for each vehicle, whether it is owned or leased, and if owned, the name of any lienholder and the amount of any lien, and if leased, the name of the lessor and a summary of the general terms of the lease.
Sample 1
AutoNDA by SimpleDocs

Related to GOOD TITLE TO AND CONDITION

  • 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.

  • 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.

  • 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.

  • Good Title to Properties The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.

  • 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.

  • 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.

  • Good Title Immediately prior to each purchase hereunder, Seller shall be the legal and beneficial owner of the Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s ownership interest in each Receivable, its Collections and the Related Security.

  • 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.

  • Title to Purchased Shares The Purchased Shares are owned by the Vendors as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances.

  • Title to Interests Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!