Ownership of the Purchased Assets. The Seller owns all of the Purchased Assets free and clear of any liens, claims, equities, charges, options, rights of first refusal, or encumbrances, other than Permitted Encumbrances. The Seller has the unrestricted right and power to transfer, convey and deliver full ownership of the Purchased Assets without the consent or agreement of any other person and without any designation, declaration or filing with any Governmental Authority. Upon the transfer of the Purchased Assets to Purchaser as contemplated herein, Purchaser will receive title thereto, free and clear of any Encumbrances other than Permitted Encumbrances. For purposes of this Agreement, “Permitted Encumbrances” means (a) liens for taxes, assessments or government charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings and which are subject to reasonable reserves, all as listed on Schedule 5.4, attached hereto; and (b) any Encumbrances contemplated under the Club Notes and Security Agreement in favor of the Seller, HWL, and Family Dog.
Ownership of the Purchased Assets. Seller owns all of the Purchased Assets free and clear of any liens, claims, equities, charges, options, rights of first refusal, or encumbrances. Seller has the unrestricted right and power to transfer, convey and deliver full ownership of the Purchased Assets without the consent or agreement of any other person and without any designation, declaration or filing with any governmental authority. Upon the transfer of the Purchased Assets to Purchaser as contemplated herein, Purchaser will receive good and valid title thereto, free and clear of any liens, claims, equities, charges, options, rights of first refusal, encumbrances or other restrictions.
Ownership of the Purchased Assets. (a) The Seller has good title to, or a valid leasehold interest in, all of the Purchased Assets, free and clear of all title defect, liens, claims or other encumbrances of any kind or character, except for liens for current taxes, assessments and governmental charges not yet due and payable and except for those liens shown on Schedule 1.3(d) to this Agreement, and subject to the provisions of Section 1.11 to this Agreement, which liens will be discharged at Closing.
Ownership of the Purchased Assets. The Company owns all of the Purchased Assets set forth in Section 1.1 herein free and clear of any liens, claims, equities, charges, options, rights of first refusal, or encumbrances. The Company has the unrestricted right and power to transfer, convey and deliver full ownership of the Purchased Assets without the consent or agreement of any other entity or person and without any designation, declaration or filing with any governmental authority. Upon the transfer of the Purchased Assets to Purchaser as contemplated herein, Purchaser will receive good and valid title thereto, free and clear of any liens, claims, equities, charges, options, rights of first refusal, encumbrances or other restrictions.
Ownership of the Purchased Assets. There are no claims, liabilities, liens, mortgages, security interests, restrictions, prior assignments, pledges, charges, encumbrances and equities of any kind and nature whatsoever affecting or against the Purchased Assets (collectively, the “Encumbrances”). The Seller/Lessee is the true and lawful owner of the Purchased Assets, and has the right to sell and transfer to the Buyer/Lessor good, clear, record and marketable title to the Purchased Assets, free and clear of all Encumbrances of any kind and nature whatsoever. The execution and delivery by the Seller/Lessee of this Agreement vests good and marketable title to the Purchased Assets in the Buyer/Lessor, free and clear of all Encumbrances.
Ownership of the Purchased Assets. Except for Permitted Encumbrances, the Seller has good and marketable (and, in the case of real property, also indefeasible) title to all of the Purchased Assets (excluding the Leased Real Property or other leasehold interests which are leased to a Seller pursuant to Assigned Contracts) and such title to the Purchased Assets will be transferred at the Closing to the Buyer free and clear of all Encumbrances, except for Permitted Encumbrances.
Ownership of the Purchased Assets. The Company owns all of the Purchased Assets set forth in Section 1.1 herein free and clear of any liens, claims, equities, charges, options, rights of first refusal, or encumbrances. VCGH owns all of the Purchased Assets set forth in Section 1.2 herein free and clear of any liens, claims, equities, charges, options, rights of first refusal, or encumbrances. The Company and VCGH have the unrestricted right and power to transfer, convey and deliver full ownership of the Purchased Assets without the consent or agreement of any other entity or person and without any designation, declaration or filing with any governmental authority. Upon the transfer of the Purchased Assets to Purchaser as contemplated herein, Purchaser will receive good and valid title thereto, free and clear of any liens, claims, equities, charges, options, rights of first refusal, encumbrances or other restrictions.
Ownership of the Purchased Assets. 14.1.1.1 Except for Permitted Encumbrances, the Dealer Loans and the Real Property Interests, one or more of the Sellers have good and valid title to, or own the rights to possess, use, and obtain the benefits of, all of the Purchased Assets. The Sellers shall, on the Closing Date, have good and valid title to, or own the rights to possess, use, and obtain the benefits of, the Dealer Loans. Such title or rights to the Purchased Assets (including the Dealer Loans, but subject to Schedule 14.1.1.1) will be transferred at the Closing to the Buyer free and clear of all Encumbrances other than Permitted Encumbrances, and Buyer acknowledges and agrees that the conditioning of said transfer by the Permitted Encumbrances shall survive the Closing and any resulting merger into deeds and any other instruments.
Ownership of the Purchased Assets. Seller owns or leases all the --------------------------------- Purchased Assets which at the Closing will be delivered to Buyer, free and clear of any and all liens, charges, claims, encumbrances, pledges, security interests, community property rights, equities, liabilities, debts, obligations, restrictions on transfer or other defects in title of any kind or nature, fixed or contingent, except for the Assumed Liabilities, and the matters approved by Buyer pursuant to Section 5.6(b) below. 3.2
Ownership of the Purchased Assets. The Company has good title --------------------------------- to all the Purchased Assets. The Purchased Assets are owned by the Company, and at the Closing will be delivered to Buyer, free (except imperfections of title that do not materially detract from the value of the properties, do not interfere with the use of the property, and have arisen in the ordinary course of business) and clear of any and all liens, charges, claims, encumbrances, pledges, security interests, community property rights, equities, liabilities, debts, obligations, restrictions on transfer or other defects in title of any kind or nature, fixed or contingent, except for the Assumed Liabilities. 3.2
