Ownership of the Idle Assets Sample Clauses

Ownership of the Idle Assets. Notwithstanding anything to the contrary contained in this ARTICLE 4 and in this Agreement, the representations and warranties contained in this Section 4.1.14 are the sole and exclusive representations and warranties of the Seller pertaining to the Idle Assets and all references to the Purchased Assets in each of Sections 4.1.1, 4.1.2, 4.1.3, 4.1.4, and 4.1.10 through 4.1.13 shall be deemed to exclude the Idle Assets. The Seller has good and marketable title to all of the Idle Assets and such title to the Idle Assets will be transferred at the Closing to the Buyer free and clear of all Encumbrances, except for Permitted Encumbrances. REGARDING THE IDLE ASSETS, NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY DOCUMENT DELIVERED BY THE SELLER IN CONNECTION WITH THIS AGREEMENT, IT IS THE EXPLICIT INTENT AND UNDERSTANDING OF EACH PARTY HERETO THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES REGARDING TITLE EXPRESSLY MADE BY SELLER IN THIS SECTION 4.1.14, THE SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING REPRESENTATIONS AND WARRANTIES RELATED TO MERCHANTABILITY, CONDITION, FITNESS FOR PURPOSE OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS. ALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED BY THE SELLER. THE BUYER ACKNOWLEDGES AND AGREES THAT THE SELLER IS SELLING AND CONVEYING AND THE BUYER IS PURCHASING, TAKING AND ACCEPTING THE IDLE ASSETS STRICTLY ON AN “AS IS, WHERE IS” BASIS.
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Ownership of the Idle Assets. Notwithstanding anything to the contrary contained in this ARTICLE 4 and in this Agreement, the representations and warranties contained in this Section 4.1.14 are the sole and exclusive representations and warranties of the Seller pertaining to the Idle Assets and all references to the Assets in each of Sections 4.1.1.1 through 4.1.13 shall be deemed to exclude the Idle Assets. Except for Permitted Encumbrances, the Seller has good and marketable title to all of the Idle Assets, and such title to the Idle Assets will be transferred at the Closing to the Buyer free and clear of all Encumbrances, except for Permitted Encumbrances. Regarding the Idle Assets, the Seller makes no representations or warranties of any kind (except as to the foregoing representation and warranty regarding title), expressed or implied, including but not limited to representations and warranties related to merchantability, condition or fitness for purpose. All such representations and warranties are hereby expressly disclaimed by the Seller. The Buyer acknowledges and agrees that the Seller is selling and conveying and the Buyer is purchasing and accepting the Idle Assets strictly on an “as is, where is” basis.
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Related to Ownership of the Idle Assets

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

  • 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 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 Seller Credit Acceptance is the sole owner of the membership interests of the Seller, all of which are fully paid and nonassessable and owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase.

  • Ownership of the Operating Subsidiaries The Partnership and the Operating Company own, directly or indirectly, the equity interests of the Operating Subsidiaries as described on Schedule II; such equity interests have been duly authorized and validly issued in accordance with the organizational documents of each Operating Subsidiary, amended on or prior to the date hereof (the “Operating Subsidiaries’ Organizational Documents”), and are fully paid (to the extent required under the Operating Subsidiaries’ Organizational Agreements) and nonassessable (except as such nonassessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary and the relevant organizational documents); and the Partnership and the Operating Company, as applicable, own such equity interests free and clear of all Liens except for Liens pursuant to credit agreements and related security agreements disclosed or referred to in the Disclosure Package and the Prospectus.

  • 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.

  • 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 the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • Ownership of the Borrower Except as set forth in the Partnership Agreement of the Borrower, the Borrower has no obligation to any Person to purchase, repurchase or issue any ownership interest in it.

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