Title; Absence of Liens. At the Closing, SHP will acquire from Biedxxxxx xxxd title to 382,647 OP Unitx, 000 xxxres of Lessee Class A Voting Stock and 200 shares of Lessee Class B Non-Voting Stock, free and clear of all Liens (other than Liens created, imposed 36 32 or granted by SHP and the Lien in favor of Sunstone OP created pursuant to the Agreement set forth on Schedule 3.2(h)), agreements or limitations on voting rights of any nature whatsoever other than restrictions imposed by the Securities Act and applicable state securities and "Blue Sky" laws.
Title; Absence of Liens. After giving effect to the consummation of the transactions described in Section 2.1, SHP will acquire from the Alter Entities good title to 498,212 OP Xxxxx, 000 shares of Lessee Class A Voting Stock and 226 shares of Lessee Class B Non-Voting Stock, free and clear of all Liens (other than Liens created, imposed or granted by SHP and the Lien in favor of Sunstone OP created pursuant to the Agreement set forth on Schedule 3.2(h)), agreements or limitations on voting rights of any nature whatsoever other than restrictions imposed by the Securities Act and applicable state securities and "Blue Sky" laws.
Title; Absence of Liens. As of the date hereof and through the Closing Date, Transferor has not assigned or transferred to any third party any interests in the Transferred Assets. Other than ATA Permitted Liens, the title to the Transferred Assets is not subject to any Liens, security interests, rights or licenses granted by Transferor.
Title; Absence of Liens. Each of Management Sub and Management has, and at the Closing SHP and Management Newco will, acquire good and valid title interests in all properties, assets and other rights included in the Management Assets and the Basis Assets, respectively, free and clear of all Liens except for Permitted Liens or as set forth on Schedule 3.1(h).
Title; Absence of Liens. ESP has good and marketable title to all of the Collateral. None of the Collateral is subject to any prohibition against encumbering, pledging, hypothecating or assigning the same or requires notice or consent (except where consent has been previously and properly obtained) in connection therewith.
Title; Absence of Liens. Except as set forth on Schedule 3.5, Seller has good and marketable title to all of the Acquired Assets, free and clear of any Liens, and upon consummation of the transactions contemplated by this Agreement, Buyer will have good and marketable title to the Acquired Assets free and clear of any Liens (other than those, if any, set forth in Schedule 3.5). Without limiting the foregoing, Seller owns free and clear of any Liens and has the right to use and knows of no other person having any right or claim in or to use the name “Silver Towne Mint,”
Title; Absence of Liens. Seller has good and marketable title to all of the Acquired Assets, free and clear of any Liens, and upon consummation of the transactions contemplated by this Agreement, Buyer will have good and marketable title to the Acquired Assets free and clear of any Liens. 3.6
Title; Absence of Liens. Seller has good and marketable title to the Purchased Assets, owns all of the Purchased Assets free and clear of all claims, liens, security interests, restrictions or other encumbrances, and has the right to transfer such title to the Purchased Assets to Purchaser. The Purchased Assets constitute all the assets necessary to operate the Business as conducted by Seller. At the Closing, Seller will sell and transfer the Purchased Assets to Purchaser and Purchaser will acquire complete right, title, and ownership in and to the Purchased Assets, free and clear of any liens, encumbrances, claims, restrictions, or reversionary rights, created by Seller.
Title; Absence of Liens. Except as set forth on Schedule 3.5, Seller has good and marketable title to all of the Acquired Assets, free and clear of any Liens, and upon consummation of the transactions contemplated by this Agreement, Buyer will have good and marketable title to the Acquired Assets free and clear of any Liens (other than those, if any, set forth in Schedule 3.5). Without limiting the foregoing, Seller owns free and clear of any Liens and has the right to use and knows of no other person having any right or claim in or to use the names "Xxxxxx & Xxxxxx", "Auctions by Xxxxxx & Xxxxxx", "Xxxxxx & Xxxxxx Galleries", "Xxxxxx & Xxxxxx Research, Inc.", "Kingswood Coin Auctions" or "Superior Sports Auctions."
Title; Absence of Liens. The Collateral is owned by the Borrower or held by it free and clear of any Lien, except for Liens expressly permitted pursuant to the Loan Documents. It has not filed or consented to the filing of (i) any financing statement or analogous document under the UCC or any other applicable laws covering any such Collateral, (ii) any assignment in which it assigns any such Collateral or any security agreement or similar instrument covering any such Collateral with the United States Patent and Trademark Office or the United States Copyright Office or (iii) any assignment in which it assigns any such Collateral or any security agreement or similar instrument covering any such Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document is still in effect, except, in each case, for Permitted Liens.
