Ownership and Transfer of Assets. The Vendors will be, at the Time of Closing, the registered and beneficial owner of all of the Assets free and clear of any and all Liens save and except the Permitted Encumbrances. The Vendors will have, at the Time of Closing, the power and authority to sell, transfer, assign and deliver the Assets as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Assets, free and clear of any and all Liens save and except the Permitted Encumbrances. Immediately after the Closing, Purchaser will own all of the Assets.
Ownership and Transfer of Assets. Seller has good and marketable title to all of the Assets free and clear of all mortgages, pledges, security interests, charges, liens, restrictions and encumbrances of any kind (collectively, “Liens”) whatsoever. Upon the sale, assignment, transfer and delivery of the Assets to the Acquisition Sub hereunder and under the Seller Documents, there will be vested in the Acquisition Sub good, marketable and indefeasible title to the Assets, free and clear of all Liens. The Assets include all of the assets and properties (i) held for use by Seller to conduct the Business as presently conducted and (ii) necessary for Acquisition Sub to operate the Business in the same manner as such business is currently operated by Seller. All of the tangible Assets are in good repair, have been well maintained and are in good operating condition, do not require any material modifications or repairs, and comply in all material respects with applicable laws, ordinances and regulations, ordinary wear and tear excepted.
Ownership and Transfer of Assets. Transferor has valid, good and marketable title to, or in the case of leased or subleased Assets, valid and subsisting leasehold interests in, all of the Assets, and such Assets are free and clear of all liens. Transferor has the unrestricted right to contribute, sell, transfer, assign, convey and deliver to Transferee all right, title and interest in and to, or in the case of leased or subleased Assets, all right, title and interest in and to the leasehold interest relating to, the Assets without penalty or other adverse consequences.
Ownership and Transfer of Assets. Transferor has valid, good and marketable title to, or in the case of leased or subleased Assets, valid and subsisting leasehold interests in, all of the Assets, or in the case of Assets held by non-affiliated third parties, to the Transferor’s knowledge, the Transferor’s interests in such Assets are free and clear of all liens. Transferor has, or will deliver at closing, the unrestricted right to contribute, sell, transfer, assign, convey and deliver to Transferee all right, title and interest in and to, or in the case of leased or subleased Assets, all right, title and interest in and to the leasehold interests relating to the Assets, and/or assets held by non-affiliated third parties, without penalty or other adverse consequences.
Ownership and Transfer of Assets. The Company has valid, good and marketable title to, or in the case of leased or subleased Assets, valid and subsisting leasehold interests in, all of the Assets, and such Assets are free and clear of all liens. The Company has the unrestricted right to contribute, sell, transfer, assign, convey and deliver to DermaSilk all right, title and interest in and to, or in the case of leased or subleased Assets, all right, title and interest in and to the leasehold interest relating to, the Assets without penalty or other adverse consequences.
Ownership and Transfer of Assets. WOI has valid, good and marketable title to, in, all of the Contributed Assets, and such Contributed Assets are free and clear of all liens. WOI has the unrestricted right to contribute, sell, transfer, assign, convey and deliver to ORT America all right, title and interest in and to the Contributed Assets without penalty or other adverse consequences. Representations of ORT America. ORT America represents and warrants to WOI that ORT America has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. ORT America has obtained all necessary corporate approvals for the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by ORT America and (assuming due authorization, execution and delivery by WOI) shall constitute ORT America's legal, valid and binding obligation, enforceable against it in accordance with its terms.
Ownership and Transfer of Assets. CND is the owner of -------------------------------- all the Assets, free and clear of any and all Liens (other than Permitted Exceptions). CND has the power and authority to sell, transfer, assign and deliver all such Assets as provided in this Agreement. Upon the consummation of the Closing, CND will have conveyed to Purchaser good and marketable title to all of the Assets, free and clear of all Liens (other than Permitted Exceptions).
Ownership and Transfer of Assets. The Seller is the record and beneficial owner of the Assets, and except for the judgment awarded to Coronet Paper on December 21, 2001 against Seller and Xxxx Xxxxxx, as Seller's President, the Assets are free and clear of any and all Liens. The Seller has the corporate power and authority to sell, transfer, assign and deliver such Assets as provided in this Agreement, and such delivery will convey to the Acquisition Sub good and marketable title to such Assets, free and clear of any and all Liens, except as they may be encumbered by the aforementioned judgment.
Ownership and Transfer of Assets. Immediately prior to the contribution of the Contributed Ownership Interest, the Contributor owned valid, good and marketable title to the Contributed Ownership Interest, free and clear of any lien and immediately after the transfer and assignment thereof hereunder, the Company will have valid, good and marketable title to the Contributed Ownership Interest free and clear of any lien. The Contributor has the unrestricted right to contribute, sell, transfer, assign, convey and deliver to Company all right, title and interest in and to the Contributed Ownership Interests without penalty or other adverse consequences.
Ownership and Transfer of Assets. All of the assets of --------------------------------- which Real-Tool is the owner are set forth in reasonable detail on Schedule 4.6 hereto (the "Assets"). Real-Tool is the owner of the Assets free and clear of any and all Liens. Upon the consummation of the transactions contemplated hereby, Real-Tool will continue to have good, valid and marketable title to all of the Assets, free and clear of all Liens, except for those Assets (including the Excluded Intellectual Property (as defined in Section 4.12 below)) identified on Schedule 4.6 as the "Excluded Assets," which Excluded Assets have been distributed by Real-Tool to the Shareholder immediately prior to the execution of this Agreement.
