Title and Sufficiency. Seller (i) owns the entire right, title and interest in and to the Transferred Intellectual Property other than the Licenced Intellectual Property, free and clear of any Encumbrances other than Permitted Encumbrances, and (ii) has the right to use the Licenced Intellectual Property in the manner and for the purposes that they presently use it.
Title and Sufficiency. Seller is the true and lawful owner, and has good title to, all of the Assets, free and clear of all security interests, liens or encumbrances of any kind. Seller represents and warrants to Buyer that, upon the Closing, Buyer will become the true and lawful owner of, and will receive good title to, the Assets, free and clear of all security interests, liens and encumbrances of any kind. The Assets to be sold, transferred, assigned, conveyed, delivered, licensed or sublicensed by Seller to Buyer at the Closing constitute all of the rights, assets and intellectual property licensed, controlled, owned or held by the Seller and/or its Affiliates, or to which Seller and/or its Affiliates have rights, relating to and/or necessary for the development, marketing and sale of the Product in the Territory.
Title and Sufficiency. The Transferors have good and marketable title to the NetLibrary Assets, free and clear of any lien, claim, option, security interest, or encumbrance of any nature whatsoever. That portion of the Assets which are tangible assets are in good condition and in a good state of maintenance and repair.
Title and Sufficiency. 5.6.1 Seller (or one or more of its Affiliates) has good and valid title to the Transferred Assets, free and clear of all Encumbrances except Permitted Encumbrances. None of the Permitted Encumbrances on the Transferred Assets existing immediately following the Closing would reasonably be expected to materially impair the continued use and operation of the Transferred Assets or the conduct of the Business. Upon consummation of the Transactions at the Closing (assuming the receipt of any necessary Consents disclosed in Section 5.4 of the Seller Disclosure Schedule), Purchaser will acquire good and valid title to the Transferred Assets, in each case free and clear of all Encumbrances, other than Permitted Encumbrances.
Title and Sufficiency. (a) Except as set forth in Section 6.16 of the Sellers Disclosure Schedule, and except as otherwise specified pursuant to Section 6.09 with respect to Real Property and Equipment, (i) Sellers have good and marketable title to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances, (ii) to Sellers’ Knowledge, there are no adverse claims of ownership to the Purchased Assets; and (iii) no Seller has received notice that any Person or Persons has asserted a claim of ownership or right of possession or use in and to any of the Purchased Assets.
Title and Sufficiency. Seller owns and has good and valid title to all of the Assets, and has the unrestricted power and right to sell, assign and deliver the Assets. Seller shall transfer such title to Buyer on the Closing Date, free and clear of all security interests, mortgages, deeds of trust, pledges, conditional sales agreements, charges, options, liens or other adverse claims or encumbrances, except for liens for taxes not yet due and payable. The Assets include all of the assets necessary to permit Buyer to conduct the Business after the Closing in a manner substantially equivalent to the manner as it has been conducted prior to the date of this Agreement. Schedule 2.1(a) is a true and complete list of all Billboard Structures.
Title and Sufficiency. (i) The Corporation and its Subsidiaries own or have sufficient right to all Intellectual Property used in the operation, conduct and maintenance of the Business as the Business is currently and has historically been operated, conducted or maintained and each item of such Intellectual Property will be owned or available for use by the Corporation and its Subsidiaries on identical terms and conditions immediately after, and after giving effect to, the Closing without the need for any further right, license, permission or consent in respect thereof and the consummation of the Acquisition will not impair, alter or limit in any way such ownership or rights.
Title and Sufficiency. The Sellers own all of the Purchased Assets, free and clear of all Encumbrances (except (a) Permitted Encumbrances, (b) Encumbrances under the terms of the Sellers’ indebtedness as set forth on Schedule 5.4, all of which shall be released as of the Closing Date or the applicable Inventory Closing Date, (c) restrictions on assignability or changes in ownership set forth in Assigned Contracts or under applicable Requirements of Law, and (d) as set forth in Schedule 5.4). The Sellers have good and marketable title to the Tupelo Property free and clear of all Encumbrances (except Permitted Encumbrances and except as set forth on Schedule 5.4). On the Closing Date or the applicable Inventory Closing Date, the Sellers will transfer to Buyer and Eastern all of the Purchased Assets subject to no Encumbrances (except Permitted Encumbrances and Encumbrances of the kind referred to in clause (c) of the parenthetical in the immediately preceding sentence). Except for corporate and administrative services, on-site technology, software, corporate-level equipment, “point of sale” systems, computers, any leased equipment that is not subject to an Assumed Contract, third-party payor agreements and any non-transferable permits from any Governmental Body, the Purchased Assets constitute all the assets necessary, in all material respects, for the operation of the Purchased Worksite Pharmacies and the Purchased Operate Location Pharmacies as currently conducted.
Title and Sufficiency. Seller has full legal, equitable and marketable title to all of the Purchased Assets, free and clear of all Encumbrances except Permitted Encumbrances and except as set forth in Schedule 5.4. At each Applicable Closing, Seller will transfer to Buyer full legal, equitable and marketable title to all of the Purchased Assets that are being transferred from Seller to Buyer at such Applicable Closing free and clear of all Encumbrances (except Permitted Encumbrances). Except for the Excluded Assets, the Purchased Assets constitute all the assets necessary for the operation of the Operate Location Pharmacies as currently conducted. Other than Excluded Assets, there are no assets or property of any nature that are being retained after the Final Closing Date by Seller or any of its Affiliates which have been used at and in the business of the Operate Location Pharmacies.
Title and Sufficiency. Seller has good and marketable title to all of the Purchased Assets (except Permitted Encumbrances). At Closing, Seller will transfer to Buyer good and marketable title to all of the Purchased Assets subject to no Encumbrances (except Permitted Encumbrances).
