Ownership of the Acquired Assets. The Seller is the record owner -------------------------------- of the Acquired Assets and is duly authorized and empowered to and has executed and delivered to the Purchaser a bill of sale conveying goxx, absolute and indefeasible title to the Acquired Assets being sold to the Purchaser hereunder, free and clear of all liens, encumbrances, charges, escrows, equities, and other restrictions.
Ownership of the Acquired Assets. As of the date of this Agreement, Innovisit is the sole title and beneficial owner of the Acquired Assets and holds good and marketable title free and clear of all Liens (except Permitted Liens) and is the beneficial owner of such Acquired Assets (except as disclosed in the Schedules).
Ownership of the Acquired Assets. ECP is the lawful owner of or has the right to use and, provided the Humboldt Assignment and Consent Agreement (as defined and provided for in SECTION 7.1(f) below) is obtained to transfer to Company each of the Acquired Assets. Provided that the Humboldt Assignment and Consent (as defined and contemplated in SECTION 7.1(f) below) is obtained at or prior to the Closing, on the Closing Date, the Acquired Assets will be free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind. The delivery to Company of a bill of sale, substantially in the form set forth in EXHIBIT B (the "Xxxx of Sale") will vest good and marketable title to the Acquired Asxxxx in Company, free and clear of all liens, mortgages, pledges, Security Interests, restrictions, prior assignments, encumbrances and claims of any kind, except those of Humboldt related to the senior security interest of Humboldt in the Merchant Reserve Accounts.
Ownership of the Acquired Assets. Seller is and immediately prior to the Effective Time will be, the true and lawful owner of the Acquired Assets, and will have the right to sell and transfer to Buyer such Acquired Assets, free and clear of any Liens (other than Permitted Liens). To the best of Seller’s knowledge and belief, the delivery to Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to the Acquired Assets in Buyer, free and clear of all Liens (other than Permitted Liens). The Acquired Assets include all rights and assets sufficient to conduct the Farberware Business in all material respects in the same manner as the Farberware Business has been conducted by Seller prior to the Closing Date.
Ownership of the Acquired Assets. 17 Litigation.................................................................17
Ownership of the Acquired Assets. Section 2.3 to the Seller's Disclosure Schedule sets forth a true, correct and complete list of all material claims, liabilities, liens, pledges, charges, collateral assignments, preemptive or refusal rights, security interests, encumbrances and equities of any kind affecting the Operations or the Acquired Assets (collectively, the "Encumbrances"). The Seller is, and at the Closing will be, the true and lawful owner of such Acquired Assets, and will have the right to sell and transfer to the Buyer good, clear, record and marketable title to such Acquired Assets, free and clear of all Encumbrances other than those agreed to by the parties and set forth on Section 2.3 to the Seller's Disclosure Schedule. The delivery to the Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable or merchantable title to such Acquired Assets which are tangible assets in the Buyer, free and clear of all Encumbrances other than those agreed to by the parties and set forth in Section 2.3 to the Seller's Disclosure Schedule.
