Sufficiency and Title to the Purchased Assets Sample Clauses

Sufficiency and Title to the Purchased Assets. (a) The Purchased Assets constitute all of the assets and property used or held for use in the Business, except for the Excluded Assets, and Seller at the Closing Date will have good and valid title to each of the Purchased Assets. (b) The entry of the Order and the delivery to Purchaser of the instruments of transfer of ownership contemplated by this Agreement will vest good and valid title to the Purchased Assets in Purchaser, free and clear of all claims and interests in the Purchased Assets including all Liens thereon.
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Sufficiency and Title to the Purchased Assets. (a) The Purchased Assets constitute all of the assets or property used or held for use in the Business, except for the Excluded Assets, and, except as set forth on Schedule 3.6, the Sellers have good and valid title to each of the Purchased Assets. Neither PRI nor any other entity owned directly or indirectly by PRI (other than the Sellers) holds title to or any ownership interest in any of the assets or property used or held for use in the Business (other than the Excluded Assets) other than through the capital stock of the Sellers. (b) The entry of the Order and the delivery to the Purchaser of the instruments of transfer of ownership contemplated by this Agreement will vest good and valid title to the Purchased Assets in the Purchaser, free and clear of all interests in the Purchased Assets including all Liens thereon, other than Permitted Liens or as set forth on any of the schedules hereto.
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Sufficiency and Title to the Purchased Assets. Such Seller at the Closing Date will have, to the best of its Knowledge, good and valid title to each of the Purchased Assets being sold by it. The entry by the Bankruptcy Court of the Sale Order and the delivery to the Purchaser of the instruments of transfer of ownership contemplated by this Agreement will vest good and valid title to the Purchased Assets in the Purchaser, free and clear of all interests in the Purchased Assets including all Liens thereon, other than Assumed Liabilities or as set forth in any of the schedules hereto.
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Sufficiency and Title to the Purchased Assets. 1. Software and laboratory equipment that is readily available from third party suppliers that is used to support Seller’s general ongoing operations and which is not used or designed to be used exclusively in connection with the Purchased Assets. NMD-118 6,323,241 09/480,738 10-Jan-2000 27-Nov-2001 10-Jan-2020 Prostaglandin Compositions And Methods Of Treatment For Male Erectile Dysfunction NMD-123 6,693,135 09/947,617 6-Sep-2001 17-Feb-2004 10-Jan-2020 Prostaglandin Compositions And Methods Of Treatment For Male Erectile Dysfunction (Continuation-In-Part of 09/480,738) NMD-121 7,105,571 10/236,485 6-Sep-2002 12-Sep-2006 10-Jan-2020 Prostaglandin Compositions And Methods Of Treatment For Male Erectile Dysfunction (Continuation-In-Part of 09/480,738) 1. U.S. Registration No. 3,454,263 VITAROS for pharmaceutical preparations for the treatment of sexual dysfunction. Registration Date 6/24/08 1. Global Harvest Pharma, 000 Xxxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxx Xxxxxx Xxxxxxxxx Center, Malvern, PA 19355 (such fee to be paid by Seller).
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Sufficiency and Title to the Purchased Assets. Upon consummation of the transactions contemplated hereby, Buyer will have acquired good and marketable title in and to, or a valid leasehold interest in, each of the Purchased Assets, free and clear of all Liens, except for Permitted Liens.
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Sufficiency and Title to the Purchased Assets. The Purchased ---------------------------------------------- Assets constitute all of the assets or property used or held for use primarily in the Business, except for the Excluded Assets. Except as set forth on Schedule 5.1(E), the Debtor has good and marketable title to each of the Purchased Assets (it being understood that the Debtor is not making a representation as to the collectability of the Accounts Receivable). The entry of the Sale Order and the delivery to the Purchaser of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to the Purchased Assets in the Purchaser, free and clear of all Liens and, to the Debtor's knowledge, free and clear of any Claims.
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Related to Sufficiency and Title to the Purchased Assets

  • Title to the Properties Borrower will warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases on the Properties, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys' fees and court costs) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person.

  • Title to the Property Borrower will warrant and defend the title to the Property, and the validity and priority of all Liens granted or otherwise given to Lender under the Loan Documents, subject only to Permitted Encumbrances, against the claims of all Persons.

  • Title to Purchased Assets Seller owns and has good title to the Purchased Assets, free and clear of Encumbrances.

  • Title to and Sufficiency of Assets Each Target Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests, (c) Liens specifically identified on the balance sheet as of the Interim Balance Sheet Date included in the Company Financials and (d) Liens set forth on Schedule 4.17. The assets (including Intellectual Property rights and contractual rights) of the Target Companies constitute all of the material assets, rights and properties that are currently used in the operation of the businesses of the Target Companies as it is now conducted or that are used or held by the Target Companies for use in the operation of the businesses of the Target Companies, and taken together, are adequate and sufficient for the operation of the businesses of the Target Companies as currently conducted.

  • Title to the Assets (a) Corporation and its Subsidiaries have good title to all personal and movable properties owned by them, in each case, free and clear of any Lien other than (i) those described in Section 27(a) of the Corporation Disclosure Letter, (ii) those described in the Corporation Financial Statements, or (iii) Permitted Liens. (b) Except as disclosed in Section 27(b) of the Corporation Disclosure Letter, to the knowledge of Corporation, there are not any material defects, failures or impairments in the title of Corporation’s or its Subsidiaries’ respective material assets other than any Permitted Liens. Neither Corporation, nor any of its Subsidiaries is a party to any Contract to sell, transfer or otherwise dispose of any material interest in Corporation’s or its Subsidiaries’ assets. (c) Except as disclosed in Section 27(c) of the Corporation Disclosure Letter, to the knowledge of Corporation, none of Corporation or its Subsidiaries has, since its initial public offering, received any written notice that any of Corporation’s assets or the buildings and/or fixtures thereon, nor their use, operation or maintenance for the purpose of carrying on the business of Corporation and its Subsidiaries in the Ordinary Course violates any restrictive covenant binding upon Corporation or its Subsidiaries or any provision of any Law. (d) Corporation and its Subsidiaries do not own any real property. (e) Any real property and buildings held under lease by Corporation and its Subsidiaries (the “Leased Properties”) are held by them under valid, subsisting and enforceable and provide Corporation and its Subsidiaries the right to use all real property, including all fixtures and improvements situated thereon, and the right to use all equipment and personal property, tangible and intangible, in each case which is used in the operations of the business of such entity and which is necessary to conduct the business of such entity in the manner in which it is presently conducted. (f) There is not, with respect to the Leased Properties, (i) any material default by Corporation or any of its Subsidiaries, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by Corporation or any of its Subsidiaries or (ii) to the knowledge of Corporation, any existing material default by any other party to any lease in respect of the Leased Properties, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by any other party to any lease in respect of the Leased Properties. (g) To the knowledge of Corporation, there is no expropriation or similar proceedings, actual or threatened in respect of the Leased Properties or any part thereof.

  • Xxxxxx Title President

  • Title to the Trust Estate Legal title to all the Trust Estate shall be vested at all times in the Issuer as a separate legal entity.

  • WARRANTY OF TITLE TO GAS 1. Seller warrants the title to all gas delivered hereunder and the right to sell the same and that such gas shall be free and clear from all liens and adverse claims.

  • Real Property; Title to Assets (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a true and complete list of all real property owned by the Company or any of the Company Subsidiaries (collectively, the “Owned Real Property”). Except as would not have a Company Material Adverse Effect, the Company or a Subsidiary of the Company has good and valid fee title to each Owned Real Property, in each case free and clear of all Liens and defects in title, except for Permitted Liens. Neither the Company nor its Subsidiaries has granted, or is obligated under, any option, right of first offer, right of first refusal or similar contractual right to sell or dispose of the Owned Real Property or any portion thereof or interest therein. Neither the Company nor its Subsidiaries have leased or otherwise granted to any person the right to use or occupy any of the Owned Real Property or any portion thereof. (b) No member of the Company Group leases any real property, and no member of the Company Group is a party to any Contract to lease any real property or interest therein. (c) Except as would not have a Company Material Adverse Effect, (i) the Company Group has valid and subsisting ownership interests in all of the tangible personal property reflected in the Latest Balance Sheet as being owned by the Company Group or acquired after the date thereof (except tangible personal properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, other than Permitted Liens, and (ii) such tangible personal property is in good operating condition and repair (normal wear and tear excepted) and is adequate and suitable for the operation of the business of the Company Group, as currently conducted.

  • Data – Title To All materials, documents, data or information obtained from the County data files or any County medium furnished to the Contractor in the performance of this Contract will at all times remain the property of the County. Such data or information may not be used or copied for direct or indirect use by the Contractor after completion or termination of this Contract without the express written consent of the County. All materials, documents, data or information, including copies, must be returned to the County at the end of this Contract.

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