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. 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. 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. (i) The NA Acquired Assets include all properties and assets used or useful in NA's business and all assets shown on the September 30, 1998 balance sheet of NA, except for properties disposed of in the Ordinary Course of Business and assets specifically excluded. NA has good and marketable title to, or a valid leasehold interest in, all of the NA Acquired Assets free and clear of all Encumbrances or restriction on transfer, and NA has the full and unrestricted power to sell, assign, transfer and deliver, and the execution and delivery by NA of the NA Bill of Sale and Asxxxxment will convey to CC the NA Acquired Assets in accordance with the terms of this Agreement and free and clear of Encumbrances.
(ii) The NIG Acquired Assets include all properties and assets used or useful in NIG's business and all assets shown on the September 30, 1998 balance sheet of NIG, except for properties disposed of in the Ordinary Course of Business and assets specifically excluded. NIG has good and marketable title to, or a valid leasehold interest in, all of the NIG Acquired Assets free and clear of all Encumbrances or restriction on transfer, and NIG has the full and unrestricted power to sell, assign, transfer and deliver, and the execution and delivery by NIG of the NIG Bill of Sale and Asxxxxment will convey to CAMC the NIG Acquired Assets in accordance with the terms of this Agreement and free and clear of Encumbrances.
(b) The Shareholders own beneficially and of record all of the Shares in the respective amounts set forth on Schedule 2.4. No Shareholder (i) owns beneficially or of record 50% or more of the outstanding voting stock of NA or NIG; (ii) has the contractual power presently to designate 50% or more of the directors of NA or NIG; or (iii) "controls" NA or NIG, as defined by the HSR Act, and 16 C.F.R. ss.801.1(b) (1998). There are no shares of capital stock of the Company issued or outstanding other than the Shares. All of the Shares are duly authorized, validly issued, fully paid, nonassessable and free of any pre-emptive rights. Except as set forth in Schedule 2.4, there is no outstanding option, warrant, convertible or exchangeable security, right, subscription, call, unsatisfied pre-emptive right or other agreement or right of any kind to purchase or otherwise acquire (including, without limitation, by exchange or conversion) from the Company or the Shareholders any capital stock of the Company, whether issued and outstanding, authorized but unissued or t...
Ownership of Acquired Assets. SEJO shall at all times own, or hold the rights to use or enjoy, the equipment required for the operation and exploitation of the Business from the proceeds of the contributions made by SEJO pursuant to Section 3.1 or from the operating cash flows of the Business. Any assets of the Business may be pledged by the Parties, at SEJO’s discretion, to the extent that such pledge (i) is required by any financial institution or any third party providing financing for the Business (provided that such financing is authorized by the relevant corporate bodies of SEJO) and (ii) is permitted in terms of the applicable legal provisions and the Permit.
Ownership of Acquired Assets. (a) Company has, and at Closing will have, good and marketable title to, or a valid leasehold interest in, or license to, all of the Acquired Assets which Acquired Assets will be free and clear of all Encumbrances (other than Permitted Encumbrances) at Closing.
(b) All of the Acquired Assets currently in use are in good operating condition and state of repair, subject only to ordinary wear and tear which is not such as to materially and adversely affect the operation of the Business or the Acquired Assets in the ordinary course, and are suitable for the purposes for which they are used by Company in connection with the Business as presently conducted. The present use and location of the Acquired Assets conform with all applicable Laws. Company has not received notice of any breach or violation of any such Laws with respect to the Acquired Assets.
(c) Except pursuant to this Agreement, Company is not a party to any contract or obligation whereby an absolute or contingent right to purchase, obtain or acquire any rights in any of the Acquired Assets or any of the Business. There does not exist and will not exist by virtue of the transactions contemplated by this Agreement any claim or right of any third person by virtue of applicable Laws, including bulk sales laws or otherwise which may be asserted against Purchaser or any of the Acquired Assets.
(d) The Acquired Assets and the Excluded Assets described in Section 2.1 constitute substantially all of the Assets used by Company to operate the Business as conducted on the Effective Date and as contemplated to be operated through the Effective Time.
(e) In addition to the Acquired Assets, Company will convey to Purchaser at Closing (i) any right, title and interest Company may have in and to all Acquired Assets, and (ii) all of Company’s right, title and interest, if any, in and to any Intellectual Property and Confidential Material, in each case that relate to the Acquired Assets; and
(f) Notwithstanding the above, Company at Closing shall retain all right, title and interest in and to the Excluded Assets together with any and all Liabilities relating to such Excluded Assets. Any such liabilities shall be Company’s Liabilities hereunder.
Ownership of Acquired Assets. 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
Ownership of Acquired Assets. It has not previously and will not grant any rights to any third party that are inconsistent with the rights granted to Company herein.
Ownership of Acquired Assets. Seller is the owner of the Acquired Assets and has the right to sell the Acquired Assets to Buyer without the consent or approval of any other person or entity, except as set forth on Schedule 3.04 attached hereto. Such Acquired Assets shall be transferred to Buyer free and clear of all liens or encumbrances.
