Ownership and Delivery of Assets. Seller is the true and lawful owner of the Assets and has all necessary power and authority to transfer the Assets to Buyer free and clear of all liens and encumbrances other than Permitted Liens. No other person will have on the Closing Date, any direct or indirect interest in any of the Assets. Upon delivery to Buyer of the Xxxx of Sale attached as Exhibit A-1, and other instruments of conveyance with respect to the Assets as indicated in Section 2.7.2, Buyer will acquire good and valid title to the Assets free and clear of all Liens other than Permitted Liens. The Assets are sufficient for the conduct of the Seller’s Business as presently conducted and together with the Excluded Assets comprise all of the assets and material rights of Seller currently used in the Business. Each tangible Asset is free from material defects, has been maintained, in all material respects, in ordinary course of Seller’s business, and is in good operating condition and repair (subject to normal wear and tear and routine maintenance) and is suitable for the purposes for which it presently is used. Except as detailed on Schedule 3.3, the Seller does not own nor has it ever owned any real property or any interest in real property.
Ownership and Delivery of Assets. The Assets comprise all of the assets, material rights and all of the business of the Business. Seller is the true and lawful owner of the Assets and has all necessary power and authority to transfer the Assets to Buyer free and clear of all liens and encumbrances. No other person will have on the Closing Date, any direct or indirect interest in any of the Assets. Upon delivery to Buyer of the Xxxx of Sale attached as Exhibit A, and other instruments of conveyance with respect to the Assets as indicated in Section 2.3.2 on the Closing Date, Buyer will acquire good and valid title to the Assets free and clear of all liens.
Ownership and Delivery of Assets. The Assets comprise all of the assets, material rights and all of the business of the Business. Seller is the true and lawful owner of the Assets and has all necessary power and authority to transfer the Assets to Buyer free and clear of all liens and encumbrances. No other person will have on the Closing Date, any direct or indirect interest in any of the Assets. Upon delivery to Buyer of the Xxxx of Sale and other instruments of conveyance with respect to the Assets on the Closing Date, Buyer will acquire good and valid title to the Assets free and clear of all liens.
Ownership and Delivery of Assets. Seller and/or Subsidiaries of Seller have, or immediately prior to the Closing will have, good and marketable title to all of the Assets consisting of personal property (other than Assets which are leased by or licensed to Seller or its Subsidiaries) and Seller has all necessary power and authority to transfer the Assets to Buyer, free and clear of all liens, charges, easements, covenants, mortgages, restrictions or other encumbrances or limitations (collectively, "Liens") other than any (a) mechanics', carriers', workers' and other similar Liens arising in the ordinary course of business; (b) Liens for current real property Taxes and assessments not yet due and payable; (c) usual and customary non-monetary real property encumbrances that do not materially interfere with the operation of that portion of the Business conducted on such property; (d) Liens securing purchase money obligations or obligations under equipment leases which, in the aggregate, are not material in amount and have not arisen other than in the ordinary course of business; (e) all applicable zoning ordinances and land use restrictions, with which Seller and its Subsidiaries have complied in all material respects and which do not interfere materially with the operation of that portion of the Business currently conducted on the property subject to such ordinances or restrictions; (f) with respect to any Asset which consists of a leasehold or other possessory interest in real property, all liens, mortgages, covenants, imperfections in title, charges, easements, restrictions, encumbrances and other title matters (whether or not the same are recorded) of which Seller has no knowledge to which the underlying fee estate in such real property is subject, which were not created or incurred by Seller or any of Seller's Subsidiaries and which do not interfere materially with the operation of that portion of the Business currently conducted on such property; and (g) with respect to the Lease, the subleasehold estate created in favor of Communications & Power Industries Inc. with respect to Parcel B as described in the Lease; (h) with respect to patents, patent applications, trademarks, trademark applications, software and other Intellectual Property, any licenses which may have been granted by Seller to third parties and (i) Liens associated with Accounts Payable assumed by Buyer (collectively, "Permitted Liens").
Ownership and Delivery of Assets. A true and complete list of the Acquired Assets is annexed as Schedule 2.5 hereto. Seller is the true and lawful owner of the Acquired Assets and has all necessary power and authority to transfer the Acquired Assets to Buyer free and clear of all Liens. Upon delivery to Buyer on the date hereof of the bill of sale and other instruments of conveyance with respect to the Xxxxired Assets, Buyer will acquire good and marketable title to the Acquired Assets, free and clear of all Liens.
Ownership and Delivery of Assets. The Assets, together with the assets listed in Schedule 1.2, comprise all of the assets, rights and business of Company. Company is the true and lawful owner of the Assets and has all necessary power and authority to transfer the Assets to Buyer free and clear of all Encumbrances. No other person, including without limitation any officer, director, employee, or shareholder of Company, will have on the Closing Date any direct or indirect interest in any of the Assets. Upon delivery to Buyer on the Closing Date of the Xxxx of Sale and other instruments of conveyance with respect to the Assets, Buyer will acquire good and valid title to the Assets free and clear of all Encumbrances.
Ownership and Delivery of Assets. Except as set forth in Section -------------------------------- 11.7 of the Disclosure Schedule, Interra has good and marketable title to all of the Assets and Technology, free and clear of all liens, charges, easements, security interests, mortgages, conditional sales contracts, equities, rights of way, covenants, restrictions, title defects, objections, claims or other encumbrances ("Liens"). No other person, including without limitation, shareholders, any officer, director, or employee of Interra, will have at the Closing any direct or indirect interest in any of the Assets. Upon delivery to IKOS at the Closing of the Xxxx of Sale and other instruments of conveyance with respect to the Assets, IKOS will acquire good and valid title to the Assets free and clear of all Liens.
Ownership and Delivery of Assets. The Assets, together with all other assets of Seller, comprise substantially all of the assets, rights and business of Seller. Seller is the true and lawful owner of the Assets and has all necessary power and authority to transfer the Assets to Buyer free and clear of all liens, charges, security interests, conditional sales contracts, equities, claims or other encumbrances ("Liens") other than (i) Liens noted in Schedule 2.3, (ii) Liens for current real and personal property taxes not yet due and payable and (iii) Liens, the existence of which would not have a material adverse effect on the condition, financial or otherwise, Assets, liabilities, business, prospects or results of operations of Seller. No other person, including without limitation any officer, director, employee, or stockholder of Seller, will have on the Closing Date any direct or indirect interest in any of the Assets. Upon delivery to Buyer on the Closing Date of the Xxxx of Sale and other instruments of conveyance with respect to the Assets, and of releases and UCC termination statements from all Lien holders listed on Schedule 2.3 (except holders of liens related to leases included in the Assumed Liabilities), Buyer will acquire good title to the Assets free and clear of all Liens, other than those specifically noted above.
Ownership and Delivery of Assets. The Assets comprise all of the assets and material rights of the Business. Seller is the true and lawful owner of the Assets and has all necessary power and authority to transfer the Assets to Buyer free and clear of all liens and encumbrances. Upon delivery to Buyer of the Xxxx of Sale, attached as Exhibit A, and other instruments of conveyance with respect to the Assets as indicated in Section 2.3.2 on the Closing Date, Buyer will acquire good and valid title to the Assets free and clear of all liens.
Ownership and Delivery of Assets. Seller is the true and lawful owner of the Assets and has all necessary power and authority to transfer the Assets to Buyer free and clear of all liens, charges, easements, security interests, mortgages, conditional sale contracts, equities, rights of way, covenants, restrictions, title defects, objections, claims or other encumbrances (the "Liens") other than the Permitted Exceptions. No other person has any direct or indirect interest in any of the Assets. Upon delivery to Buyer of the Grant Deed (as hereinafter defined) and other instruments of conveyance with respect to the Assets, Buyer will hereby acquire good and valid title to the Assets free and clear of all Liens.
