Title and Condition of Acquired Assets Sample Clauses

Title and Condition of Acquired Assets. Except as disclosed on Schedule 3.26, the Seller is the lawful owner of its business personal property, and has good title to all it assets, free and clear of any and all liens, mortgages, pledges, security interests, restrictions, prior assignments, licenses, easements, encumbrances and claims of any kind or nature whatsoever, direct or indirect, accrued, absolute, contingent or otherwise. Except as disclosed on Schedule 3.26, the Seller is the owner of all assets that are utilized in the operation of its Business. Except as disclosed on Schedule 3.26, to the Knowledge of the Seller, all of the Seller’s assets are in good operating condition and sufficient to carry on the Business in the normal course as it is presently conducted and are free from defects, whether patent or latent. Any information technology systems used in the operation of the Business are and, with ordinary maintenance, will continue to be, adequate and sufficient in all respects to conduct the Business.
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Title and Condition of Acquired Assets. (a) Except as otherwise disclosed on Schedule 2.7 hereto and excluding ------------ the Excluded Assets, (i) each Acquired Subsidiary has good and marketable title to its respective tangible property used in the Contact Lens Products Business and (ii) PD has good and marketable title to the Acquired Assets, in each case free and clear of any and all Liens; provided that the foregoing representation and warranty shall not include any representation or warranty regarding Real Property or Intellectual Property, which are covered by Sections 2.9 and 2.16, ------------ ---- respectively. For purposes of this Agreement, "
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Title and Condition of Acquired Assets. The Company has good and marketable title to all of the Acquired Assets, free and clear of all Liens, except for (i) Liens set forth in Schedule F to this Agreement and (ii) Liens for current Taxes, assessments or other governmental charges not yet due (the Liens described in clause (i) that are marked on Schedule F with an asterisk and the Liens described in clause (ii) being collectively referred to herein as “Permitted Liens”). The Acquired Assets are in good condition and repair (subject to normal wear and tear) and are sufficient to permit Buyer to conduct the Business as now conducted. At the Closing, Buyer will acquire good and marketable title to all of the Acquired Assets, in each case free and clear of any and all Liens except Permitted Liens.
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Title and Condition of Acquired Assets. (a) Seller (or its Affiliate, as the case may be) is the lawful owner/lessee of and has the right to use and transfer to Purchaser each of the Acquired Assets and has (or will have at Closing), good title or interest to the Acquired Assets, free and clear of any and all liens, mortgages, pledges, security interests, restrictions, prior assignments, licenses, easements, encumbrances and claims of any kind or nature whatsoever, direct or indirect, accrued, absolute, contingent or otherwise, (collectively, “Liens”), except for Permitted Liens. The delivery to Purchaser of the instruments of transfer of the ownership contemplated by this Agreement will vest good title or interest to the Acquired Assets in Purchaser, free and clear of any and all Liens, except Permitted Liens, and the Acquired Assets constitute all of the personal assets, both tangible and intangible, of Seller (or its Affiliate, as the case may be) that are presently used, held for use or otherwise relate to the operation of the Locations, except for the Excluded Assets.
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Title and Condition of Acquired Assets. Seller has good, marketable and indefeasible title to all of the Acquired Purchase Contracts at the Closing and as of the Effective Time, free and clear of all mortgages, liens, charges, claims, leases, restrictions and encumbrances whatsoever. There is no agreement of any kind whereby any Person or Persons have any right to acquire or obtain (by purchase, gift, merger, consolidation or otherwise) an interest in any of the Acquired Purchase Contracts.
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Title and Condition of Acquired Assets. Seller has good and marketable title to, or a valid leasehold interest in or all rights to use, all Acquired Assets, free and clear of any Liens.
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Title and Condition of Acquired Assets. (a) The delivery to Buyer of the instruments of transfer of the ownership contemplated by this Agreement will vest good title to the Acquired Assets in Buyer, free and clear of any and all Liens. The Acquired Assets to be acquired at the Subsequent Closing constitute all of the personal assets, both tangible and intangible, that are presently used, held for use or otherwise relate to the Business, except for the Excluded Assets Seller is the lawful owner of and has the right to use and transfer to Buyer each of the Acquired Assets and has good title to the Acquired Assets, free and clear of any and all liens, mortgages, pledges, security interests, restrictions, prior assignments, licenses, easements, encumbrances and claims of any kind or nature whatsoever, direct or indirect, accrued, absolute, contingent or otherwise, (collectively, “Liens”) except for (i) any of the foregoing items disclosed on Schedule 4.9 attached hereto, and (ii) easements, covenants, rights of way and other similar restrictions of record; provided, however, that the items listed on Schedule 4.9 shall be paid off as of the Subsequent Closing.
Sample 1
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Title and Condition of Acquired Assets. Except as disclosed on Schedule 3.26, the Company is the lawful owner of its business personal property, and has good title to all it assets, free and clear of any and all liens, mortgages, pledges, security interests, restrictions, prior assignments, licenses, easements, encumbrances and claims of any kind or nature whatsoever, direct or indirect, accrued, absolute, contingent or otherwise. Except as disclosed on Schedule 3.26, all of the Company’s assets are in good operating condition and sufficient to carry on the Business in the normal course as it is presently conducted and are free from defects, whether patent or latent. None of the inventory reasonable wear and tear excepted comprising a part of the assets is obsolete or not marketable in the Ordinary Course of Business at substantially its fair market value. Any information technology systems used in the operation of the Business are adequate and sufficient in all respects to conduct the business.
Sample 1

Related to Title and Condition of Acquired Assets

  • Title and Condition of Assets Except for Lessee's leasehold interest in the Lease, the Lessee has good, marketable and legal title to its properties and assets. The Lessee has a good and valid leasehold interest in the Lease.

  • Title and Condition (a) The Leased Premises are demised and let subject to (i) the rights of any Persons in possession of the Leased Premises, (ii) the existing state of title of any of the Leased Premises, including any Permitted Encumbrances, (iii) any state of facts which an accurate survey or physical inspection of the Leased Premises might show, (iv) all Legal Requirements, including any existing violation of any thereof, and (v) the condition of the Leased Premises as of the commencement of the Term, without representation or warranty by Landlord.

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • After Acquired Real Property Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Title to and Condition of Assets Seller has good and marketable title to (or, with respect to any Assets that are leased, a valid leasehold interest in) all of the Assets to be acquired by TJC at the Closing, free from any liens, adverse claims, security interest, rights of other parties or like encumbrances of any nature. The Assets consisting of physical property are in good condition and working order, normal wear and tear excepted, and function properly for their intended uses.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Title and Related Matters IACH has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Schedules. Except as set forth in the IACH Schedules, IACH owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S business. Except as set forth in the IACH Schedules, no third party has any right to, and IACH has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH or any material portion of its properties, assets, or rights.

  • Title to and Condition of Properties Except as would not have a Material Adverse Effect, each Acquiror Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery, equipment and other personal property necessary for the conduct of its business as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of each Acquiror Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

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