Good Title to and Condition of Purchased Assets Sample Clauses

Good Title to and Condition of Purchased Assets. 4.7.1. Seller has good and marketable title to all of the Purchased Assets (other than its interest in its leasehold premises and leased personal property set forth on SCHEDULE 2.2 and SCHEDULE 4.6), free and clear of all Encumbrances, except for (i) Encumbrances for current taxes, assessments or government charges or levies on property not yet due or delinquent or which are being contested in good faith and for which adequate reserves have been established; (ii) Encumbrances related to the Assumed Liabilities and (iii) Encumbrances that will be terminated or released in connection with the Closing. (Encumbrances of the type described in clauses (i), (ii) and (iii) above are sometimes referred to as "Permitted Encumbrances") which are set forth in SCHEDULE 4.7.1. 4.7.2. The inventory and supplies of Seller consist of items of a quality and quantity usable and saleable in the normal course of Seller's Acquired Business at values in the aggregate at least equal to the values at which such items are carried on its books. All inventories of Seller are of such quality as to meet the usual and customary quality control standards of the Acquired Business and any applicable governmental body. The values of inventory included in the Purchased Assets which is obsolete, slow moving, or below standard quality, if any, have been written down to the lower of cost or realizable market values or have been written off. The value at which such inventories are carried on the September 30 Balance Sheet and the Closing Date Balance Sheet reflects, or will reflect, the normal inventory valuation policies of Seller, stating inventories at the lower of cost or market, all determined in accordance with GAAP. Except as set forth in SCHEDULE 4.7.2 hereto, the Purchased Assets constituting property, plant, equipment and other personal property (i) have in all material respects been properly maintained and (ii) are in all material respects in good operating condition and repair, subject only to ordinary wear and tear. Substantially all of Seller's equipment related to the Acquired Business has been reasonably maintained and is in serviceable condition, reasonable wear and tear excepted.
Sample 1
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Good Title to and Condition of Purchased Assets. (i) Except as set forth on Section 3(c) of the Disclosure Schedule, the Company has good and marketable title to all of the Purchased Assets with full power to sell, transfer and assign the same, free and clear of any Liens or restrictions on use and by delivery of the Bxxx of Sale and Assignment as contemplated by Section 2 the Company will deliver to the Buyer title to the Purchased Assets free and clear of any Liens. The Company covenants and agrees that it will warrant and defend the property hereby sold to the Buyer, its successors and assigns, against the lawful claims, demands and charges of all Persons whomsoever. (ii) The Purchased Assets currently in use or necessary for the business and operations of the Company are in good operating condition, normal wear and tear excepted, and have been maintained in substantial compliance with all applicable manufacturer’s specifications and warranties.
Sample 1
Good Title to and Condition of Purchased Assets. 4.7.1. Seller has good and assignable title to all of the Purchased Assets (other than its interest in its leasehold premises and leased personal property set forth on Schedule 2.2), free and clear of all Encumbrances, except ------------ for (i) Encumbrances for current taxes, assessments or government changes or levies on property not yet due or delinquent or (ii) Encumbrances related to the Assumed Liabilities (Encumbrances of the type described in clauses (i) and (ii) above are sometimes referred to as "Permitted Encumbrances") which are set forth in Schedule 4.7.1. -------------- 4.7.2. The inventory and supplies of Seller consist of items of a quality and quantity usable and saleable in the normal course of Seller's Acquired Business at values in the aggregate at least equal to the values at which such items are carried on its books. The values of obsolete or slow- moving inventory and inventory of below standard quality, if any, have been written down to the lower of cost or realizable market values or have been written off. The value at which such inventories are carried on the Closing Date Balance Sheet reflects the normal inventory valuation policies of Seller, stating inventories at the lower of cost or market on a first-in first-out basis, all determined in accordance with generally accepted accounting principles.
Sample 1
Good Title to and Condition of Purchased Assets. 4.5.1 BFF is the legal and beneficial owner of, and has good and marketable title to, all of the Purchased Assets (other than the Purchased Leasehold Premises) free and clear of all Defects, except those set forth in Section 4.5 of the BFF Disclosure Schedule and those reflected in the Financial Statements, and those Defects, if any, as are not material in character, amount or extent and do not detract from the value, or interfere with the present use, of such assets or otherwise impair business operations, in each case in a manner which would have a BFF Material Adverse Effect. 4.5.2 All of the Purchased Fixed Assets are in good operating condition, normal wear and tear excepted, except for Purchased Fixed Assets having an aggregate net book value of not in excess of $25,000, and each of the Purchased Fixed Assets which has a book value in excess of $5,000 is in good operating condition, normal wear and tear excepted. 4.5.3 The Purchased Inventory consists of items of a quality and quantity usable and salable in the normal course of BFF's business at values in the aggregate at least equal to the net values at which such items are carried on BFF's books and at values at least equal to the net values at which such items are recorded in the Last Balance Sheet, as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of BFF.
Sample 1
Good Title to and Condition of Purchased Assets. (i) Except as set forth on Section 3(c) of the Disclosure Schedule, the Company has good and marketable title to all of the Purchased Assets with full power to sell, transfer and assign the same, free and clear of any Liens or restrictions on use and by delivery of the Bxxx of Sale and Assignment as contemplated by Section 2 the Company will deliver to the Buyer title to the Purchased Assets free and clear of any Liens. The Company covenants and agrees that it will warrant and defend the property hereby sold to the Buyer, its successors and assigns, against the lawful claims, demands and charges of all Persons whomsoever. (ii) The Purchased Assets currently in use or necessary for the business and operations of the Company are in good operating condition, normal wear and tear excepted, and have been maintained in substantial compliance with all applicable manufacturer’s specifications and warranties. (iii) THE COMPANY DOES NOT WARRANT THAT THE EQUIPMENT IS MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE BUT ONLY THAT THE EQUIPMENT HAS BEEN MAINTAINED IN THE ORDINARY COURSE OF BUSINESS.
Sample 1

Related to Good Title to and Condition of Purchased Assets

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

  • Title to and Condition of Properties Except as would not have a Material Adverse Effect, the 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 and equipment necessary for the conduct of the business of the Company 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 the 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, in each case, taken as a whole, 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.

  • 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 Purchased Assets Seller owns and has good title to the Purchased Assets, free and clear of Encumbrances.

  • Title to and Condition of Assets The Company or one of its Subsidiaries has good and valid title to or a valid leasehold interest in all of its material tangible assets, including all of the material tangible assets reflected on the Balance Sheet or acquired in the ordinary course of business consistent with past practice since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the rights of licensors and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”).

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

  • 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 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.

  • Title to the Assets (a) Corporation and its Subsidiaries have good title to all personal and movable properties owned by them, in each case, free and clear of any Lien other than (i) those described in Section 27(a) of the Corporation Disclosure Letter, (ii) those described in the Corporation Financial Statements, or (iii) Permitted Liens. (b) Except as disclosed in Section 27(b) of the Corporation Disclosure Letter, to the knowledge of Corporation, there are not any material defects, failures or impairments in the title of Corporation’s or its Subsidiaries’ respective material assets other than any Permitted Liens. Neither Corporation, nor any of its Subsidiaries is a party to any Contract to sell, transfer or otherwise dispose of any material interest in Corporation’s or its Subsidiaries’ assets. (c) Except as disclosed in Section 27(c) of the Corporation Disclosure Letter, to the knowledge of Corporation, none of Corporation or its Subsidiaries has, since its initial public offering, received any written notice that any of Corporation’s assets or the buildings and/or fixtures thereon, nor their use, operation or maintenance for the purpose of carrying on the business of Corporation and its Subsidiaries in the Ordinary Course violates any restrictive covenant binding upon Corporation or its Subsidiaries or any provision of any Law. (d) Corporation and its Subsidiaries do not own any real property. (e) Any real property and buildings held under lease by Corporation and its Subsidiaries (the “Leased Properties”) are held by them under valid, subsisting and enforceable and provide Corporation and its Subsidiaries the right to use all real property, including all fixtures and improvements situated thereon, and the right to use all equipment and personal property, tangible and intangible, in each case which is used in the operations of the business of such entity and which is necessary to conduct the business of such entity in the manner in which it is presently conducted. (f) There is not, with respect to the Leased Properties, (i) any material default by Corporation or any of its Subsidiaries, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by Corporation or any of its Subsidiaries or (ii) to the knowledge of Corporation, any existing material default by any other party to any lease in respect of the Leased Properties, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by any other party to any lease in respect of the Leased Properties. (g) To the knowledge of Corporation, there is no expropriation or similar proceedings, actual or threatened in respect of the Leased Properties or any part thereof.

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