The Acquired Assets. (a) Seller has, and on the Closing Date shall have and shall transfer to Buyer , good and marketable title to all of the Acquired Assets, free and clear of all claims, liens, security interests, charges, restrictions and other encumbrances except: (i) any created pursuant to this Agreement, (ii) any arising under leases of real or personal property to which Seller is a party and which have been specifically disclosed to Buyer, (iii) mechanics' or other liens arising or incurred in the ordinary course of business and which do not interfere materially with the possession, ownership or use of any real or personal property used by Seller or (iv) as are set forth in Schedule 6.9. (b) Set forth in Schedule 6.9 is a list of all real property leased by Seller, with a brief description of the premises. Seller owns no real property. (c) The office equipment and furniture, vehicles, computers and computer software, office supplies and leasehold improvements included in the Acquired Assets are, in all material respects, in good operating condition and repair, reasonable wear and tear excepted, and are satisfactory for the requirements of Seller's business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Headway Corporate Resources Inc)
The Acquired Assets. (a) Seller has, and on the Closing Date shall have and shall transfer to Buyer Buyer, good and marketable title to all of the Acquired Assets, free and clear of all claims, liens, security interests, charges, restrictions and other encumbrances except: (i) any created pursuant to this Agreement, ; (ii) any arising under leases of real or personal property to which Seller is a party and which have been specifically disclosed to Buyer, ; (iii) mechanics' or other liens arising or incurred in the ordinary course of business and which do not interfere materially with the possession, ownership or use of any real or personal property used by Seller Seller; or (iv) as are set forth in Schedule 6.9.
(b) Set forth in Schedule 6.9 is a list of all real property leased by Seller, with a brief description of the premises. Seller owns no real property.
(c) The To Seller's best knowledge, the office equipment and equipment, furniture, vehiclescomputers, computers computer software and computer software, office supplies and leasehold improvements included in the Acquired Assets are, in all material respects, in good operating condition and repair, reasonable wear and tear excepted, and are satisfactory for the requirements of Seller's business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Headway Corporate Resources Inc)
The Acquired Assets. (a) Seller has, and on On the Closing Date Date, Seller shall have and shall transfer to Buyer Buyer, good and marketable title to all of the Acquired AssetsAssets (including, without limitation, the Acquired Receivables), free and clear of all claims, liens, security interests, charges, restrictions and other encumbrances except: (i) any created pursuant to this Agreement, ; (ii) any arising under leases of real or personal property to which Seller is a party and which have been specifically disclosed to Buyer, ; or (iii) mechanics' or other liens arising or incurred in the ordinary course of business and which do not interfere materially with the possession, ownership or use of any real or personal property used by Seller or (iv) as are set forth in Schedule 6.9Seller.
(b) Set forth in Schedule 6.9 is a list of all real property leased by Seller, with a brief description of the premises. Seller owns no real property.
(c) The office equipment and equipment, furniture, vehiclescomputers, computers and computer software, office supplies and leasehold improvements included in the Acquired Assets are, in all material respects, in good operating condition and repair, reasonable wear and tear excepted, and are satisfactory for the requirements of Seller's business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Headway Corporate Resources Inc)
The Acquired Assets. (a) Seller has, and on the Closing Date shall have and shall transfer to Buyer Buyer, good and marketable title to all of the Acquired Assets, free and clear of all claims, liens, security interests, charges, restrictions and other encumbrances except: (i) any created pursuant to this Agreement, ; (ii) any arising under leases of real or personal property to which Seller is a party and which have been specifically disclosed to Buyer, ; or (iii) mechanics' or other liens arising or incurred in the ordinary course of business and which do not interfere materially with the possession, ownership or use of any real or personal property used by Seller or (iv) as are set forth in Schedule 6.9Seller.
(b) Set forth in Schedule 6.9 is a list of all real property leased by Seller, with a brief description of the premises. Seller owns no real property.
(c) The office equipment and equipment, furniture, vehiclescomputers, computers and computer software, office supplies and leasehold improvements included in the Acquired Assets are, in all material respects, in good operating condition and repair, reasonable wear and tear excepted, and are satisfactory for the requirements of Seller's business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Headway Corporate Resources Inc)