Ownership of Assets and Properties. The Borrower does not warrant title to its assets but represents and warrants that except for Permitted Encumbrances, the material assets of the Borrower are free and clear of any liens, royalties, production payments, charges, adverse claims, demands or encumbrances created by, through or under the Borrower.
Ownership of Assets and Properties. Except as set forth on Schedule 4.2 hereto, Seller has good title to all of the Purchased Assets. Except as set forth in Schedule 4.2 hereto, all of the Purchased Assets are owned free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims.
Ownership of Assets and Properties. Seller has good and marketable title to all of the Conveyed Assets. All of such assets and properties are owned free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of every kind and character, except as disclosed in Schedule 4.6 (or as disclosed in Title Reports and/or Title Commitments approved in writing by Buyer), or except as 8 disposed of by Seller in the ordinary course of its business since the date of the Financial Statements, which disposition has been disclosed to the extent required by this Agreement.
Ownership of Assets and Properties. Except as otherwise set forth in Section 2.23 of the Disclosure Schedule, KAC and SLC have good title to all of the Assets and Properties reflected in the Pro Forma Financial Statements or acquired subsequent thereto, subject to no liens except statutory liens for amounts not yet delinquent or which have been contested in good faith.
Ownership of Assets and Properties. Seller has good and marketable title to, is the exclusive legal and equitable owner of, and ahs the unrestricted power and right to sell, assign, and deliver the Purchased Assets to Buyer. The Purchased Assets are free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of every kind and character. Upon Closing, Buyer will acquire exclusive, good, and marketable title to the Purchased Assets and no restrictions will exist on Buyer's right to utilize, exploit, resell or license any of the Purchased Assets.
Ownership of Assets and Properties. Seller has good and marketable title to all of the Purchased Assets and Buyer will acquire from the Assignee good and marketable title to all of the Purchased Assets at the Closing. All of such assets and properties are owned and will be conveyed to Buyer at the Closing free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of every kind and character, except as disclosed in Schedule 5.6.
Ownership of Assets and Properties. Seller has good and marketable title to all of the Purchased Assets. Except as set forth in Schedule 4.2 to be attached hereto, all of the Purchased Assets are owned (or will be owned as of the Closing Date) by Seller, and will be transferred by Seller to Buyer, free and clear of all liens, mortgages, pledges, security interests, personal property leases, restrictions, prior assignments, encumbrances and claims. The Purchased Assets constitute all of the assets used by Seller in the ownership, operation and maintenance of the Restaurants.
Ownership of Assets and Properties. Corporation has good and marketable title to all of its real and personal assets and properties, tangible and intangible, including all assets and properties reflected on its Balance Sheet at March 31, 1999 which is part of Exhibit "1" (the "1999 Balance Sheet"), or acquired subsequent to the date of the 1999 Balance Sheet, which is used in or necessary to the operation of its business, all of which is owned by Corporation, free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of every kind and character, except as disclosed in Schedule "D" or as disposed of by it in the ordinary course of its business since the date of the 1999 Balance Sheet, which disposition has been disclosed to the extent otherwise required by this Agreement.
Ownership of Assets and Properties. AAT has good and marketable title to all of their real and personal assets and properties, tangible and intangible, All of such assets and properties are owned free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of every kind and character, except as disclosed in Schedule "3.8" or as disposed of by AAT in the ordinary course of its business since the date of the Base Balance Sheet, which disposition has been disclosed to the extent required by this Agreement. All properties and assets material to the present operations of AAT are owned or leased by Corporation in the manner and to the extent required by applicable law.
Ownership of Assets and Properties. Except as set forth on Schedule "5(b)" hereto, Seller has good and marketable title to the Transferred Assets, which are used in or necessary to the operation of the Business, all of which are owned by Seller, free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of every kind and character.
