GOOD TITLE TO AND CONDITION OF ASSETS. Except as set forth in SCHEDULE 3.14, the Company has good and marketable title to all of its assets, free and clear of any Liens or restrictions on use.
GOOD TITLE TO AND CONDITION OF ASSETS. (a) Each of the Companies has good and marketable title to all of its owned Assets, free and clear of any Liens, other than Liens in the ordinary course of business and such Liens as are described on Schedule 3.16(a). For purposes of this Agreement, the term "
GOOD TITLE TO AND CONDITION OF ASSETS. (a) Each of Acquiror and it subsidiaries has good and marketable title to all of its material properties and assets, other than real property leased by Acquiror or such subsidiaries, whether personal or mixed, tangible or intangible, and wherever located.
GOOD TITLE TO AND CONDITION OF ASSETS. (a) The Company has good and marketable title to all of its Assets (as hereinafter defined), free and clear of any Liens or restrictions on use, except as set forth on Schedule 3.16. For purposes of this Agreement, the term "
GOOD TITLE TO AND CONDITION OF ASSETS. (a) The Companies have good title to, or a valid and binding leasehold interest in, the assets of the Companies, and Sellers and the Asset Transferor Entities have good title to, or a valid and binding leasehold interest in, the Assets (other than Real Property and Intellectual Property which are addressed in Sections 4.7 and 4.10, respectively), in each case free and clear of all Encumbrances, except (i) as set forth in Section 4.8(a) of the Disclosure Schedule, or (ii)
GOOD TITLE TO AND CONDITION OF ASSETS. NEC has good and marketable title to all of its assets, free and clear of any Liens or restrictions on use.
GOOD TITLE TO AND CONDITION OF ASSETS. (a) Schedule 4.15(a) contains a list of all Costed Inventory as of August 31, 1998 ("August Costed Inventory"), and the respective count and unit cost of each item, in each case, as reflected on the books and records of Solair. Except as set forth on Schedule 4.15, Solair has good and marketable title to all of its Inventory and other Assets (as hereinafter defined), free and clear of any Liens other than Permitted Liens. For purposes of this Agreement, the term "Assets" means all of the properties and assets of Solair (other than the Leased Premises) whether personal or mixed, tangible or intangible, wherever located. Except as set forth in Schedule 4.15, Solair does not own any aircraft (other than aircraft which have been parted out) or aircraft engines. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, AT CLOSING, KELLXXXXX XXXLL BE DEEMED TO ACKNOWLEDGE THAT NEITHER SOLAIR NOR THE SHAREHOLDER HAVE MADE NOR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR PARTICULAR USE OR PURPOSE, DESIGN CONDITION OR TRACEABILITY OF, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN, THE INVENTORY (WHICH ARE BEING ACQUIRED ON AN "AS IS" "WHERE IS" BASIS), AND SOLAIR AND THE SHAREHOLDER DISCLAIM AND KELLXXXXX XXXEBY WAIVES ALL SUCH WARRANTIES, ARISING BY LAW OR OTHERWISE, AS TO THE PHYSICAL CONDITION OF THE INVENTORY, INCLUDING BUT NOT LIMITED TO, ANY AND ALL DEFECTS, WHETHER OBVIOUS, LATENT OR UNDISCOVERABLE.
GOOD TITLE TO AND CONDITION OF ASSETS. The Company has good and valid title to all of its Assets (as hereinafter defined), free and clear of any Liens or restrictions on use. For purposes of this Agreement, the term "ASSETS" means all of the properties and assets of the Company, whether real, personal or mixed, tangible or intangible, wherever located.
GOOD TITLE TO AND CONDITION OF ASSETS. (a) The Company is the true and lawful owner of the Purchased Assets free and clear of all Liens.
GOOD TITLE TO AND CONDITION OF ASSETS. (a) Except as set forth on Schedule 3.15(a), each of the AAA Companies has good and marketable title to all of its Assets (as hereinafter defined), free and clear of any Liens or restrictions on use. For purposes of this Agreement, the term "
