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. 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, except for Security Interests created by Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (World Energy Solutions, Inc.), Asset Purchase Agreement (Suncrest Global Energy Corp)

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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) 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)Closing, 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, except for Security Interests created by Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (World Energy Solutions, Inc.), Asset Purchase Agreement (World Energy Solutions, 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. 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, except for Security Interests created by Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ss&c Technologies Inc)

Ownership and Condition of Assets. (a) The Seller is Sellers are the true and lawful owner, and has good title to, all of the Acquired Assets, free and clear of all Security Interests. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to , except as set forth 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 2.9(a) of all Security Interests, except for Security Interests created by Buyer.the

Appears in 1 contract

Samples: Asset Purchase Agreement (Sanmina-Sci Corp)

Ownership and Condition of Assets. (a) The Seller is the true and lawful owner, and has good and marketable title to, or in the case of leases or licenses, valid leasehold interests or licenses in, all of the Acquired Assets, free and clear of all Security Interests. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii), the Seller shall convey to Buyer will become the true good and lawful owner of, and will receive good marketable title to, to the Acquired AssetsAssets owned by the Seller, free and clear of all Security Interests, except for Security Interests created by Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Unica Corp)

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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 3.5(a) of the Disclosure Schedule. Upon Through the execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii)2.4, the Buyer will become is becoming the true and lawful owner of, and will receive is receiving good title to, the Acquired Assets, free and clear of all Security Interests, except for Security Interests created by Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Commerce Energy Group, Inc.)

Ownership and Condition of Assets. (a) The Seller is the true and lawful owner, and has good and marketable title to, all of the Acquired Assets, free and clear of all Security Interests. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii2.6(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, except for Security Interests created by Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (LOCAL 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 InterestsInterests except for Security Interests held by the Buyer. 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)(vi), 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, Interests except for Security Interests created held by the Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Student Advantage Inc)

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