OWNERSHIP OF ACQUISITION ASSETS Sample Clauses

OWNERSHIP OF ACQUISITION ASSETS. Seller is the lawful owner of or has the right to use and transfer to Buyer each of the Acquisition Assets, and the Acquisition Assets are free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever, except as disclosed in Section 4.3
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OWNERSHIP OF ACQUISITION ASSETS. Seller is the lawful owner of or, in the case of leased assets, has the right to use and transfer to Buyer each of the Acquisition Assets, and the Acquisition Assets are free and clear of all mortgages, pledges, liens, security interests, encumbrances and restrictions of every kind and nature (collectively, "LIENS"), other than Liens disclosed pursuant to this Agreement and encumbrances and restrictions affecting real property which do not materially interfere with the present use thereof. The delivery to Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to the Acquisition Assets in Buyer, free and clear of all Liens, except as referred to in the preceding sentence. The Acquisition Assets include all assets, rights and interests necessary for the conduct of the Division, as presently conducted, except as disclosed in SCHEDULE 3.3.
Sample 1
OWNERSHIP OF ACQUISITION ASSETS. From November 23, 1992 to and including the Closing Date, the Acquisition Assets (together with the assets being conveyed to Buyer pursuant to each of the Blythe California Purchase Agreement, Buttonwillow California Purchase Agreement, Ontario California Purchase Agreement, Redding California Purchase Agreement, Sacramento California Purchase Agreement and Santa Nella California Purchase Agreement, each dated as of November 23, 1992, between Seller and Buyer, collectively, the "California Assets") are owned solely by Seller and not by any subsidiary of Seller, and the Acquisition Assets together with the California Assets constitute less than two-thirds in gross value of all the assets (excluding money) used in trades and businesses carried on by Seller, all within the meaning of Section 279 of the Internal Revenue Code of l986, as amended, and the Treasury regulations issued thereunder, all as in effect as of the Closing Date.
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OWNERSHIP OF ACQUISITION ASSETS. Except as set forth on Schedule 3.2.3, each Seller is the lawful owner of or, in the case of leased assets, has the right to use and transfer to the Buyer each of its respective portion of the Acquisition Assets, and the Acquisition Assets are free and clear of all mortgages, pledges, liens, security interests, adverse claims, encumbrances and restrictions of every kind and nature (collectively, "Liens"), other than Liens arising by operation of law which are not material and Liens which will be satisfied at Closing. The delivery to the Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to the Acquisition Assets in the Buyer, free and clear of all Liens, except as referred to in the preceding sentence. The Acquisition Assets include all assets, rights and interests necessary for the conduct of the Business, as presently conducted, except as disclosed in Schedule 3.2.3. The Business is an operating business and the transfer of the Acquisition Assets to Buyer pursuant to this Agreement will enable Buyer to continue to operate the Business, and all of the Acquisition Assets are in good operating condition for their intended use, ordinary wear and tear excepted.
Sample 1
OWNERSHIP OF ACQUISITION ASSETS. (a) True and correct copies of each deed to the Owned Real Estate, together with Seller's most recent title insurance policies, surveys and title commitments and reports in respect thereof as Seller has, have been delivered to Buyer. None of the Owned Real Estate is subject to any lease granted to any third person.
Sample 1
OWNERSHIP OF ACQUISITION ASSETS. Except as set forth in Schedule 3.3, Seller is the lawful owner of or, in the case of leased assets, has the right to use and transfer to Buyer each of the Acquisition Assets, and the Acquisition Assets are free and clear of all Liens other than Permitted Liens. As used herein, "Liens" shall mean liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances, easements,, covenants, conditions, options or claims of any kind or nature whatsoever. The delivery to Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to the Acquisition Assets in Buyer, free and clear of all Liens. As used herein, "Permitted Liens" shall mean (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (ii) contractual and statutory landlord's Liens which in the aggregate shall not exceed $2,000, (iii) mechanic's, materialman's, repairman's and other similar Liens arising in the ordinary course of business which in the aggregate shall not exceed $2,000, and (iv) any minor imperfection of title or similar Lien which individually or in the aggregate with other such Liens does not impair the value or marketability of the property subject to such Lien or interfere with the use of such property in the conduct of the Division and which does not secure obligations for money borrowed.
Sample 1
OWNERSHIP OF ACQUISITION ASSETS. Except as set forth on SCHEDULE 3.2.3, the Company is the lawful owner of or, in the case of leased assets, has the right to use and transfer to the Buyer each of the Acquisition Assets, and the Acquisition Assets are free and clear of all mortgages, pledges, liens, security interests, adverse claims, encumbrances and restrictions of every kind and nature (collectively, "Liens"), other than Liens arising by operation of law which are not material. The delivery to the Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to the Acquisition Assets in the Buyer, free and clear of all Liens, except as referred to in the preceding sentence. The Acquisition Assets include all assets, rights and interests necessary for the conduct of the Business, as presently conducted, except as disclosed in SCHEDULE 3.2.3. All of the Acquisition Assets are in good operating condition for their intended use, ordinary wear and tear excepted.
Sample 1
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OWNERSHIP OF ACQUISITION ASSETS. Except as set forth on Schedule 3.3, Seller is the lawful owner of or, in the case of leased assets, has the right to use and transfer to Buyer, each of the Acquisition Assets, and the Acquisition Assets are free and clear of all Liens, except for Permitted Liens. The delivery to Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to the Acquisition Assets in Buyer, free and clear of all Liens, except for Permitted Liens. The Acquisitions Assets include all assets, rights and interests used in the Business other than the Excluded Assets and other than assets, rights and interests which Seller has the right to use under the Contracts, and which Buyer shall have the right to use after the Closing Date pursuant to the Contracts.
Sample 1
OWNERSHIP OF ACQUISITION ASSETS. Seller is the lawful owner of, or in the case of leased assets, has the right to use and transfer to Buyer, each of the Acquisition Assets, other than the Real Property. Real Property Seller is the lawful owner of the Real Property. The Acquisition Assets are free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances, options or claims of any kind or nature whatsoever (collectively, "Liens"), other than (i) the Liens listed on Schedule 3.3, which Seller and Real Property Seller shall cause to be released at or before Closing, and (ii)
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Related to OWNERSHIP OF ACQUISITION ASSETS

  • Ownership of Equity Interests Issue, sell, transfer, pledge or otherwise dispose of any partnership interests, shares of capital stock or other equity or ownership interests ("Equity Interests") in any member of the Consolidated Group, except (i) issuance, sale or transfer of Equity Interests to a Credit Party by a Subsidiary of such Credit Party, (ii) in connection with a transaction permitted by Section 8.4, and (iii) as needed to qualify directors under applicable law.

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Ownership of Assets The Company and its subsidiaries have good and marketable title to all property (whether real or personal) described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus as being owned by them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus. The property held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Company or its subsidiaries.

  • Ownership of Property; Liens; Investments (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Ownership of the Property Borrower shall take all necessary action to retain title to the Property and the related Collateral irrevocably in Borrower, free and clear of any Liens other than Permitted Liens. Borrower shall warrant and defend the title to the Property and every part thereof, subject only to Permitted Liens, in each case against the claims of all Persons whomsoever.

  • Ownership of Assets of the Trust Title to all of the assets of the Trust shall at all times be considered as vested in the Trust, except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other Person as nominee, on such terms as the Trustees may determine. Upon the resignation, incompetency, bankruptcy, removal, or death of a Trustee he or she shall automatically cease to have any such title in any of the Trust Property, and the title of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered. The Trustees may determine that the Trust or the Trustees, acting for and on behalf of the Trust, shall be deemed to hold beneficial ownership of any income earned on the securities owned by the Trust, whether domestic or foreign.

  • Ownership of Company Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • Ownership of Real Estate Without the prior written consent of Agent, all Real Estate and all interests (whether direct or indirect) of REIT or the Borrower in any Real Estate assets now owned or leased or acquired or leased after the date hereof shall be owned or leased directly by the Borrower or a Wholly Owned Subsidiary of the Borrower; provided, however that the Borrower shall be permitted to own or lease interests in Real Estate through non-Wholly Owned Subsidiaries and Unconsolidated Affiliates of Borrower as permitted by §8.3.

  • Ownership of Buyer Originator owns, directly or indirectly, 100% of the issued and outstanding capital stock of Buyer, free and clear of any Adverse Claim. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Buyer.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

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