Common use of OWNERSHIP OF THE ASSETS Clause in Contracts

OWNERSHIP OF THE ASSETS. SCHEDULE 2.4(i) attached hereto sets forth a true, correct and complete list of all claims, liabilities, liens, pledges, charges, encumbrances and equities of any kind affecting the Assets (collectively, the "Encumbrances"). The Seller is, and at the Closing will be, the true and lawful owner of the Assets, and will have the right to sell and transfer to the Buyer good, clear, record and marketable title to the Assets, free and clear of all Encumbrances of any kind, except as set forth on SCHEDULE 2.4(ii) attached hereto (the "Permitted Encumbrances"). The delivery to the Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to the Assets in the Buyer, free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever, except for the Permitted Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (West Coast Entertainment Corp)

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OWNERSHIP OF THE ASSETS. SCHEDULE Schedule 2.4(i) attached hereto sets forth a true, correct and complete list of all claims, liabilities, liens, pledges, charges, encumbrances and equities of any kind affecting the Assets (collectively, the "Encumbrances"). The Seller isSellers are, and at the Closing will be, the true and lawful owner owners of the Assets, and will have the right to sell and transfer to the Buyer good, clear, record and marketable title to the Assets, free and clear of all Encumbrances of any kind, except as set forth on SCHEDULE Schedule 2.4(ii) attached hereto (the "Permitted Encumbrances"). The delivery to the Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to the Assets in the Buyer, free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever, except for the Permitted Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (West Coast Entertainment Corp)

OWNERSHIP OF THE ASSETS. SCHEDULE 2.4(i) attached hereto sets forth a true, correct and complete list of all claims, liabilities, liens, pledges, charges, encumbrances and equities of any kind affecting the Assets (collectively, the "Encumbrances"). The Seller is, and at the each Closing will be, the true and lawful owner of the Assets, and will have the right to sell and transfer to the Buyer good, clear, record and marketable title to the AssetsAssets with respect to the Store being acquired by the Buyer at such Closing, free and clear of all Encumbrances of any kind, except as set forth on SCHEDULE 2.4(ii) attached hereto (the "Permitted Encumbrances"). The delivery to the Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to the such Assets in the Buyer, free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever, except for the Permitted Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (West Coast Entertainment Corp)

OWNERSHIP OF THE ASSETS. SCHEDULE 2.4(i) attached hereto sets forth a true, correct and complete list of all claims, liabilities, liens, pledges, charges, encumbrances and equities of any kind affecting the Assets (collectively, the "Encumbrances"). The Seller isSellers are, and at the Closing will be, the true and lawful owner owners of the Assets, and will have the right to sell and transfer to the Buyer good, clear, record and marketable title to the Assets, free and clear of all Encumbrances of any kind, except as set forth on SCHEDULE 2.4(ii) attached hereto (the "Permitted Encumbrances"). The delivery to the Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to the Assets in the Buyer, free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever, except for the Permitted Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (West Coast Entertainment Corp)

OWNERSHIP OF THE ASSETS. SCHEDULE 2.4(i) Schedule 2.4 attached hereto sets forth a true, correct and complete list of all claims, liabilities, liens, pledges, charges, encumbrances and equities of any kind affecting the Assets (collectively, the "Encumbrances"). The Seller is, and at the Closing will be, the true and lawful owner of the Assets, and will have the right to sell and transfer to the Buyer good, clear, record and marketable title to the Assets, free and clear of all Encumbrances of any kind, except as specifically set forth on SCHEDULE 2.4(ii) Schedule 2.4 attached hereto (the "Permitted Encumbrances"). The delivery to the Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to the Assets in 9 the Buyer, free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever, except for the Permitted EncumbrancesEncumbrances and the Permitted Exceptions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amtech Systems Inc)

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OWNERSHIP OF THE ASSETS. SCHEDULE Schedule 2.4(i) attached hereto sets forth a true, correct and complete list of all claims, liabilities, liens, pledges, security interests, charges, encumbrances and equities of any kind affecting the Assets (collectively, the "Encumbrances"). The Seller is, and at the Closing will be, the true and lawful owner of the Assets, and will have the right to sell and transfer to the Buyer good, clear, record and marketable title to the Assets, free and clear of all Encumbrances of any kind, except as set forth on SCHEDULE Schedule 2.4(ii) attached hereto (the "Permitted Encumbrances"). The delivery to the Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to the Assets in the Buyer, free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever, except for the Permitted Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ss&c Technologies Inc)

OWNERSHIP OF THE ASSETS. SCHEDULE 2.4(i) attached hereto Schedule 2.4 of the Seller Disclosure Schedule sets forth a true, correct and complete list of all claims, liabilities, liens, security interests, mortgages, restrictions, prior assignments, pledges, charges, encumbrances and equities of any kind or nature whatsoever affecting the Assets (collectively, the "Encumbrances"). The Seller is, and at the Closing will be, the true and lawful owner of the Assets, and will have the right to sell and transfer to the Buyer good, clear, record and marketable title to the Assets, free and clear of all Encumbrances of any kind, except as set forth on SCHEDULE 2.4(ii) attached hereto (the "Permitted Encumbrances"). The delivery to the Buyer of the all instruments of transfer of ownership contemplated by this Agreement Agreement, including without limitation the Xxxx of Sale, will vest good and marketable title to the Assets in the Buyer, free and clear of all liens, mortgages, pledges, lines of credit, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever, except for the Permitted Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intrinsix Corp)

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