Ownership of Acquired Assets. Seller and its Subsidiaries have good title to all of the Acquired Assets, subject to no Encumbrances. Upon consummation of the Transaction, Buyer shall receive good title to the Acquired Assets other than the items described in Section 2.1(d) and the Acquired Permits, free and clear of all Encumbrances.
Ownership of Acquired Assets. Xxxxxx is the owner legally and beneficially of the Assets, Lease(s) or Leasehold Interests and there are no outstanding options, calls, puts, rights, revisions, contracts, commitments, agreements, understandings, mortgages, liens, encumbrances or other arrangements relating to the Assets, Lease(s) and Leasehold Interests. ARTICLE V REPRESENTATIONS AND WARRANTIES OF NAMI Nami represents as of the date hereof that: 5.01
Ownership of Acquired Assets. Sellers are the lawful owners of or have the right to use each of the Acquired Assets. Upon transfer to Buyer on the Closing Date of ownership of the Acquired Assets that are owned by Sellers, Buyer will have good and marketable title to the Acquired Assets (other than the Owned Real Property, which is dealt with in Section 4.5), free and clear of all Encumbrances, except for Permitted Encumbrances. Upon transfer to Buyer on the Closing Date of all of Sellers' interest in the Acquired Assets that are leased or licensed by Sellers or otherwise subject to a limited interest in favor of any of Sellers, Buyer shall acquire all of such interest of Sellers in such Acquired Assets, free and clear of all Encumbrances, except for Permitted Encumbrances.
Ownership of Acquired Assets. Schedule 2.3 attached hereto sets forth a true, correct and complete list of all claims, liabilities, security interests, mortgages, liens, pledges, charges, encumbrances and equities of any kind affecting the Acquired Assets (collectively, the "Encumbrances"). The Company is, and at the Closing will be, the true and lawful owner of the Acquired Assets, and will have the right to sell and transfer to the Buyer good title to the Acquired Assets, free and clear of all Encumbrances of any kind. The delivery to the Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good title to the Acquired Assets in the Buyer, free and clear of all Encumbrances.
Ownership of Acquired Assets. The Company owns and possesses and has, and at the Closing will transfer to the Buyer, good and marketable title to all of the Acquired Assets, free and clear of liens, defects as to title, charges, encumbrances and rights of third parties.
Ownership of Acquired Assets. The Seller has good, marketable and insurable title, or valid, effective and continuing leasehold rights in the case of leased property, to all real property (as to which, in the case of owned property, such title is fee simple) and all personal property owned or leased by it and comprising a part of the Acquired Assets or the Acquired Business, or used by it in the conduct of the Acquired Business in such a manner as to create the appearance or reasonable expectation that the same is owned or leased by it; such ownership is free and clear of all liens, claims, encumbrances and charges, except liens for taxes not yet due and minor imperfections of title and encumbrances, if any, which, singly and in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially impair the use thereof; no other person has any ownership or similar right in, or contractual or other right to acquire any such right in, any of such assets; and such ownership will be conveyed to the Purchaser at the Closing pursuant to the Transaction. The Seller does not know of any potential action by any party, governmental or other, and no proceedings with respect thereto have been instituted of which the Seller has notice, that would materially affect the Purchaser's ability to use and to utilize each of such assets in the business of the Acquired Business. The Seller has received no notices from any mortgagee regarding any leased properties of the Acquired Business, or the leasehold interest in which comprises any part of the Acquired Assets.
Ownership of Acquired Assets. (a) Hxxxxx U.S. has, and at the Closing Hxxxxx U.S. will transfer to DTI U.S., (i) a valid and binding leasehold interest in the tangible and intangible property it leases that are included in the U.S. Acquired Assets, and (ii) good and marketable title to the tangible and intangible property it owns that are included in the U.S. Acquired Assets, in each case free and clear of any Lien other than those Liens granted pursuant to the U.S. Assumed Liabilities.
Ownership of Acquired Assets. The Company owns beneficially and of record all of the Acquired Assets, and the Company has the full and unrestricted power to sell, assign, transfer and deliver the Acquired Assets to Buyer in accordance with the terms of this Agreement free and clear of Encumbrances. The Company does not have any Subsidiaries, and does not own, directly or indirectly, any equity or other ownership interest in any Person.
Ownership of Acquired Assets. (a) Seller owns, leases or has the legal right to use all the Acquired Assets (other than the Intellectual Property), and, with respect to contract rights related to the Acquired Assets, is a party to and enjoys the right to the benefits of all contracts, agreements and other arrangements. Seller has good and marketable title to all the Acquired Assets, free and clear of all Encumbrances, except for Permitted Encumbrances, which are listed on SCHEDULE 3.8(A) hereto and the Intellectual Property.
Ownership of Acquired Assets. (x) To the best of the knowledge, information and belief of the officers of Seller, the Schedules referenced in Schedules 1.A, 1.C. and 1.E hereof set forth a complete and accurate list and description of
