Common use of Ownership and Condition of Assets Clause in Contracts

Ownership and Condition of Assets. (a) The Seller is the true and lawful owner, and has good title to, all of the Acquired Assets, free and clear of all Security Interests, except as set forth in Section 2.10(a)(i) of the Disclosure Schedule. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii), the Buyer will become the true and lawful owner of, and will receive good title to, the Acquired Assets, free and clear of all Security Interests other than those set forth in Section 2.10(a)(ii) of the Disclosure Schedule.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Apellis Pharmaceuticals, Inc.), Asset Purchase Agreement (Apellis Pharmaceuticals, Inc.), Asset Purchase Agreement (Optelecom-Nkf, Inc.)

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Ownership and Condition of Assets. (a) The Seller is the true and lawful owner, owner and has good title to, to all of the Acquired Assets, free and clear of all Security Interests, except as set forth in Section 2.10(a)(i) 2.10 of the Disclosure Schedule. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii1.4(b)(iii), the Buyer will become the true and lawful owner of, and will receive good title to, the Acquired Assets, free and clear of all Security Interests other than those set forth in Section 2.10(a)(ii) 2.10 of the Disclosure Schedule.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Telxon Corp), Asset Purchase Agreement (Dynatech Corp)

Ownership and Condition of Assets. (a) The Seller is the true and lawful owner, and has good title to, all of the Acquired Assets, free and clear of all Security InterestsInterest, except as set forth in Section 2.10(a)(i2.4(a) of the Disclosure Schedule. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii1.4(b)(iii), the Buyer will become the true and lawful owner of, and will receive good title to, the Acquired Assets, free and clear of all Security Interests other than those except as set forth in Section 2.10(a)(ii2.4(a) of the Disclosure Schedule.

Appears in 1 contract

Samples: Asset Purchase Agreement (Shiva Corp)

Ownership and Condition of Assets. (a) The Seller is the true and lawful owner, and has good title to, all of the Acquired Assets, free and clear of all Security Interests, except as set forth in Section 2.10(a)(i2.6(a) of the Disclosure Schedule. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii), the Buyer will become the true and lawful owner of, and will receive good title to, the Acquired Assets, free and clear of all Security Interests other than those set forth in Section 2.10(a)(ii2.6(a) of the Disclosure Schedule.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bio Imaging Technologies Inc)

Ownership and Condition of Assets. (a) The Seller is the true and lawful owner, and has good title to, all of the Acquired Assets, free and clear of all Security Interests, except as set forth in Section 2.10(a)(i) 2.7 of the Disclosure Schedule. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii1.4(b)(i), and provided that the Buyer is a bone fide purchaser, the Buyer will become the true and lawful owner of, and will receive good title to, the Acquired Assets, free and clear of all Security Interests other than those set forth in Section 2.10(a)(ii) 2.7 of the Disclosure Schedule.

Appears in 1 contract

Samples: Asset Purchase Agreement (Student Advantage Inc)

Ownership and Condition of Assets. (a) The Seller is the true and lawful owner, and has good title to, all of the Acquired Assets, free and clear of all Security Interests, except as set forth in Section 2.10(a)(i2.8(a)(i) of the Disclosure Schedule. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii1.4(b)(iii), the Buyer will become the true and lawful owner of, and will receive good title to, the Acquired Assets, free and clear of all Security Interests other than those set forth in Section 2.10(a)(ii2.8(a)(ii) of the Disclosure Schedule.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bottomline Technologies Inc /De/)

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Ownership and Condition of Assets. (a) The Seller is the true and lawful owner, and has good title to, all of the Acquired Assets, free and clear of all Security Interests, except as set forth in Section 2.10(a)(i2.8(a)(i) of the Disclosure Schedule. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii), the Buyer will become the true and lawful owner of, and will receive good title to, the Acquired Assets, free and clear of all Security Interests other than those set forth in Section 2.10(a)(ii2.8(a)(ii) of the Disclosure Schedule.

Appears in 1 contract

Samples: Asset Purchase Agreement (Momenta Pharmaceuticals Inc)

Ownership and Condition of Assets. (a) The Seller is the true and lawful owner, and has good title to, all of the Acquired Assets, free and clear of all Security Interests, except as set forth in Section 2.10(a)(i2.6(a) of the Disclosure Schedule. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii1.4(b)(iii), the Buyer will become the true and lawful owner of, and will receive good title to, the Acquired Assets, free and clear of all Security Interests other than those set forth in Section 2.10(a)(ii2.6(a) of the Disclosure Schedule.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bio Imaging Technologies Inc)

Ownership and Condition of Assets. (a) The Seller is the true and lawful owner, owner and has good title to, to all of the Acquired Assets, free and clear of all Security Interests, except as set forth in Section 2.10(a)(i) of the Disclosure Schedule. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii), the Buyer will become the true and lawful owner of, of and will receive good title to, to the Acquired Assets, free and clear of all Security Interests other than those set forth in Section 2.10(a)(ii) of the Disclosure Schedule.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tier Technologies Inc)

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