Ownership of Purchased Assets. Seller owns and possesses and has good and marketable title to all of the Purchased Assets, free and clear of all mortgages, pledges, liens, security interests, conditional sale agreements, defects, charges, encumbrances and rights of third parties, and no conditions exist which could give rise to any such mortgage, pledge, lien, security interest, defect, charge, encumbrance on, or right of any such third party to, the Purchased Assets. Schedule 4.5 contains an accurate and complete description of the Purchased Assets, which include, but are not limited to, supplies, inventory, uncollected accounts receivable and equipment owned by Seller, and which are all of the assets which are in any way necessary to the continued operation of the Center as it is now being conducted. All of the Purchased Assets are in good working condition and repair, normal wear and tear excepted, and are adequate for the uses for which they are intended. Schedule 4.5 also sets forth the current book value of all equipment included in the Purchased Assets.
Ownership of Purchased Assets. Seller is the lawful owner of all the Purchased Assets sold hereunder and has a legal right to sell the same. The Purchased Assets are being transferred free from all liens and encumbrances, and that Seller will defend the same against the claims and demands of any and all persons.
Ownership of Purchased Assets. Seller is the owner of the Purchased Assets existing as of the date hereof. Subject to the issuance of the Order, Seller will have, and at the Closing Buyer will receive, good and valid title to the Purchased Assets, free and clear of any Liens.
Ownership of Purchased Assets. Westlake owns and possesses and has good and marketable title to all of the Purchased Assets, free and clear of all mortgages, pledges, liens, security interests, conditional sale agreements, defects, charges, encumbrances and rights of third parties, and no conditions exist which could give rise to any such mortgage, pledge, lien, security interest, defect, charge, encumbrance on, or right of any such third party to, the Purchased Assets. Schedule 4.5 contains an accurate and complete description of the Purchased Assets, which include, but are not limited to, supplies, inventory, uncollected accounts receivable and equipment owned by Westlake, and which are all of the assets which are in any way necessary to the continued operation of the Center as it is -------------------------------------------------------------------------------- Asset Purchase Agreement/Page 3 4 now being conducted. All of the Purchased Assets are in good working condition and repair, normal wear and tear excepted, and are adequate for the uses for which they are intended. Schedule 4.5 also sets forth the current book value of all equipment included in the Purchased Assets. Prior to Closing, Westlake has distributed to its partners an aggregate undivided 57% interest in the Purchased Assets, including a 10% undivided interest to Seller.
Ownership of Purchased Assets. As of the Effective Date, Seller represents and warrants that it is the sole owner of all right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances.
Ownership of Purchased Assets. Immediately prior to the sale, transfer and assignment to Purchaser, no Purchased Asset was subject to any assignment (other than assignments to Seller), participation or pledge, and Seller had good title to, and was the sole owner of, each Purchased Asset free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Purchased Asset other than (x) if the Purchased Asset is subject to a Mezzanine Loan, the rights of the Mezzanine Loan holder(s) pursuant to the intercreditor or co-lender agreement and (y) the rights of the holder of a Companion Interest under the related co-lender or participation agreement. Seller has full right and authority to sell, assign and transfer each Purchased Asset, and the assignment to Purchaser constitutes a legal, valid and binding assignment of such Purchased Asset free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Purchased Asset other than (x) if the Purchased Asset is subject to a Mezzanine Loan, the rights of the Mezzanine Loan holder(s) pursuant to the intercreditor or co-lender agreement and (y) the rights of the holder of a Companion Interest under the related co-lender or participation agreement.
Ownership of Purchased Assets. Immediately prior to the sale, transfer and assignment to Purchaser, no Purchased Asset was subject to any assignment (other than assignments to Seller), participation or pledge, and Seller had good title to, and was the sole owner of, each Purchased Asset free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Purchased Asset other than the rights of the holder of a Companion Interest under the related co-lender or participation agreement. Seller has full right and authority to sell, assign and transfer each Purchased Asset, and the assignment to Purchaser constitutes a legal, valid and binding assignment of such Purchased Asset free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Purchased Asset other than the rights of the holder of a Companion Interest under the related co-lender or participation agreement.
Ownership of Purchased Assets. Westlake owns and possesses and has good and marketable title to all of the Purchased Assets, free and clear of all mortgages, pledges, liens, security interests, conditional sale agreements, defects, charges, encumbrances and rights of third parties, and no conditions exist which could give rise to any such mortgage, pledge, lien, security interest, defect, charge, encumbrance on, or right of any such third party to, the Purchased Assets. Schedule 4.5 contains an accurate and complete description of the Purchased Assets, which include, but are not limited to, supplies, inventory, uncollected accounts receivable and equipment owned by Westlake, and which are all of the assets which are in any way necessary to the continued operation of the Center as it is now being conducted. All of the Purchased Assets are in good working condition and repair, normal wear and tear excepted, and are adequate for the uses for which they are intended. Schedule 4.5 also sets forth the current book value of all equipment included in the Purchased Assets. Prior to Closing, Westlake has distributed to its partners an aggregate undivided 57% interest in the Purchased Assets, including a 3% undivided interest to Seller.
Ownership of Purchased Assets. (a) On the Purchase Date for each Transaction, ownership of the Purchased Assets shall be transferred to Buyer or its designee (including Custodian) against the simultaneous transfer of the Purchase Price as set forth in the Custodial Agreement not later than 6:00 p.m., New York City time, simultaneously with the delivery to Custodian of the Purchased Assets (other than the related Mortgage Files for each Wet-Ink Mortgage Loan, which shall be delivered no later than the fifth (5th) Business Day following the Purchase Date) relating to each Transaction. Each Seller hereby sells, transfers, conveys and assigns to Buyer or its designee (including Custodian) all the right, title and interest of the related Seller in and to the Purchased Assets together with all right, title and interest in and to the proceeds of any related Purchased Items. Notwithstanding the foregoing, the provisions of Section 2.06(g) shall govern Rollover Transactions and shall apply in respect of any inconsistency between such provisions and the foregoing, and it is understood that no new or additional deliveries or redeliveries to the Custodian shall be required in connection with such Rollover Transactions (provided that this sentence shall not relieve Sellers of any obligation to comply with any unsatisfied or supplemental delivery obligations that otherwise may exist in respect of Restatement Closing Date Mortgage Loans).
(b) In connection with such sale, transfer, conveyance and assignment, in accordance with the requirements set forth in the Custodial Agreement, and subject to the last sentence of subsection (a) of this Section 7.02 above, Sellers shall deliver or cause to be delivered and released to Buyer or its designee (including Custodian) (i) the Custodial Identification Certificate and (ii) the documents identified in the Custodial Agreement.
(c) Any Mortgage Files not delivered to Buyer or its designee (including Custodian) are and shall be held in trust by the related Seller or its designee for the benefit of Buyer as the owner thereof. Each Seller or its designee shall maintain a copy of the Mortgage File and the originals of the Mortgage File not delivered to Buyer or its designee (including Custodian). The possession of the Mortgage File by a Seller or its designee is at the will of Buyer for the sole purpose of servicing the related Purchased Asset, and such retention and possession by such Seller or its designee is in a custodial capacity only. Each Mortgage File retai...
Ownership of Purchased Assets. (a) Subsidiary is the record and beneficial owner of the Purchased Assets, free and clear of any and all Liens and Subsidiary has the corporate power and authority to sell, transfer, assign and deliver such Purchased Assets as provided in this Agreement, and such delivery will convey to each Purchaser good and valid title to such Purchaser’s portion of the Purchased Assets, free and clear of any and all Liens.
