Ownership of Transferred Assets Sample Clauses

Ownership of Transferred Assets. The Seller agrees to take no action inconsistent with the ownership of the Transferred Assets by the Borrower, to promptly indicate to all parties with a valid interest inquiring as to the true ownership of the Transferred Assets that the Transferred Assets have been sold to the Borrower and to claim no ownership interest in the Transferred Assets.

Ownership of Transferred Assets. 5.4.1 Except as set forth in Schedule 5.4.1, Seller is the sole beneficial and record owner and has good, valid and marketable title to, and will, immediately prior to the Initial Closing, be the sole beneficial and record owner and have good, valid and marketable title to, all of the Primary Archstone Entities, free and clear of all Liens (other than any restrictions on transfer by any applicable Buyer Party or Buyer Designee imposed under applicable securities Laws and the Organizational Documents of the Archstone Entities, and Permitted Liens). 5.4.2 Other than pursuant to the terms and conditions of this Agreement and the Organizational Documents of any Archstone Entity, (a) Seller is not a party to any option, warrant, purchase right or other contract that could require (i) any Archstone Entity to issue any ownership interest or other securities of such Archstone Entity, or (ii) Seller to sell, transfer or otherwise dispose of the Transferred Assets or Transferred Subsidiary Assets, and (b) Seller is not a party to any voting trust, agreement, proxy or other Contract with respect to the voting of any of the Transferred Interests or any other Equity Interests in any Archstone Entity.

Ownership of Transferred Assets. Except as otherwise set forth in this Agreement, USMetals owns and holds good and marketable right, title and interest in and to the Transferred Assets free and clear of any and all liens, encumbrances, security agreements, conditional sales contracts, or other title retention agreements, and such Transferred Assets represent all of the assets used by USMetals in the operation of the Twin Peaks Project. USMetals and USCorp are not a party to any other contract or commitment that could require USMetals or USCorp to sell, transfer, or otherwise dispose of any of the Transferred Assets, other than in the ordinary course of USMetals’ and USCorp’s business.

Ownership of Transferred Assets. EPC is the owner of all the rights in the Transferred Assets and as evidence thereof, shall deliver and execute for the benefit of CyberOptics a Copyright Assignment, such Assignments executed for each of the persons who either developed or created the Transferred Software, a copy of such Agreement set forth at Exhibit I.

Ownership of Transferred Assets. On each Purchase Date, after giving effect to the Purchase and any contributions on such date, the Buyer shall own all Transferred Assets in existence as of such date. The Purchase or contribution of any Private Receivable or Participation Interest shall include all Related Security and Collections with respect to such Private Receivable or Participation Interest.

Ownership of Transferred Assets. The Company has effective and full title to its assets, free from any mortgages, pledges or encumbrances, or other security interests.

Ownership of Transferred Assets. Assignor is the owner of the Transferred Assets and has good and valid title to the Transferred Assets, free and clear of any restrictions, which such Transferred Assets are freely assignable in accordance with the terms of this Agreement.

Ownership of Transferred Assets. At Closing, Buyer shall acquire all of Seller’s right, title, and interest in the Transferred Assets, free and clear of Encumbrances, other than Permitted Encumbrances.

Ownership of Transferred Assets. (a) The Bank has legal and beneficial ownership of the Transferred Assets free and clear of all Encumbrances as at the date of this Agreement. Upon conclusion of all transactions contemplated by this Agreement and the Other Operative Documents including but without limitation the Restructuring (which for the avoidance of doubt includes deferred transfer of Transferred Assets in accordance with the provisions of the Hive Down Agreement), and subject to the receipt of the Consents and Authorizations referred to in Section 6.12, the Joint Venture will have legal and beneficial title to the Transferred Assets clear of all Encumbrances. (b) The Transferred Assets together with the services and arrangements to be provided pursuant to the provisions of the Marketing Alliance Agreement, HSBC Trademark Licence Agreement, Processing Agreement and the Transition Agreement together comprise all of the assets, services and arrangements that the Joint Venture requires to enable it to carry on the Merchant Acquiring Business in materially the same manner and scope and to the same extent as carried on prior to the Restructuring.

Ownership of Transferred Assets. None of the Ergo Companies other than Seller and none of the Citicorp Parties or any of their Affiliates other than Seller has any right, title or interest in or to: (a) the Products or the Technologies; (b) any United States or foreign patents, patent applications, inventions, discoveries, know-how, data (including, clinical and preclinical data), trademarks, copyrights and other intellectual property, whether owned or licensed, pertaining to the Products or the Technologies, including, without limitation, the Transferred Patent Rights and the Transferred Trademarks; or (c) any United States and foreign NDAs, INDs, regulatory filings and data pertaining to the Products or the Technologies.