Title; Assets. (a) Reliant is the owner of the Acquired Assets, the Oral Solution Xxxx and the Axid IR NDA free and clear of all Security Interests, and except as set forth on Schedule 5.4 of the Reliant Disclosure Schedule no other Person has any legal title to or beneficial interest in any of the Acquired Assets to be transferred to Purchaser hereunder. At the Closing, Purchaser will receive legal and beneficial title to all of the Acquired Assets free and clear of all Security Interests
Title; Assets. 16 SECTION 3.23
Title; Assets. The Company and each of its subsidiaries has good and indefeasible title to, or a valid interest in, all of its real property, and good title to, or a valid interest in, all of its compressors and other material personal property and assets reflected on the Partnership Unaudited Financial Statements as owned or leased by it or otherwise used in the Business, in each case free and clear of all Liens, except for Permitted Encumbrances (as defined in Section 12.17) or as set forth on Schedule 3.22 of the Company Disclosure Letter. Except as set forth in Schedule 3.22 of the Company Disclosure Letter and except for obligations created after the date of this Agreement as permitted by this Agreement, neither the Company nor any of its subsidiaries has any legal obligation, absolute or contingent, to sell, lease, or otherwise dispose of any of its real property, compressors, or other material personal property and assets, other than pursuant to mortgages and security interests incurred in the ordinary course of business, Permitted Encumbrances, or as disclosed on Schedule 3.22 of the Company Disclosure Letter.
Title; Assets. Parent and each of its subsidiaries has good and indefeasible title to, or a valid interest in, all of its real property, and good title to, or a valid interest in, all of its compressors and other material personal property and assets reflected on the Parent Unaudited Financial Statements as owned or leased by it or otherwise used in its business, in each case free and clear of all Liens, except for Permitted Encumbrances or as set forth on Schedule 4.25 of the Parent Disclosure Letter. Except as set forth in Schedule 4.25 of the Parent Disclosure Letter and except for obligations created after the date of this Agreement as permitted by this Agreement, neither Parent nor any of its subsidiaries has any legal obligation, absolute or contingent, to sell, lease, or otherwise dispose of any of its real property, compressors, or other material personal property and assets, other than pursuant to mortgages and security interests incurred in the ordinary course of business, Permitted Encumbrances, or as disclosed on Schedule 4.25 of the Parent Disclosure Letter.
Title; Assets. (a) Seller has good and marketable title to the Assets ------------- and at each Closing will deliver and convey to Purchaser the Assets free and clear of all liens, encumbrances, mortgages, security interests, pledges, and transfer restrictions except for Permitted Encumbrances. Immediately after consummation of the transactions contemplated by this Agreement, Purchaser will own and be entitled to use the Assets free and clear of all liens, encumbrances, mortgages, security interests, pledges, and transfer restrictions, except for Permitted Encumbrances and any interest of Seller under any recorded memorandum of a Antenna Site Agreement.
Title; Assets. (a) The Company and the Rolling Mill Affiliates (in respect of the Rolling Mill Business), in the aggregate, own, lease, license or have the legal right to use, and the Company will at or immediately prior to Closing own, lease, license or have the legal right use, all material tangible Rolling Mill Assets; provided that the foregoing does not apply to real property and Intellectual Property, which are covered in Section 3.10 and Section 3.16.
Title; Assets. (i) Arena has good and marketable title to, (1) the Arena Regulatory Approvals, (2) the Samples, and (3) the Purchased Records free and clear of all Liens (other than Permitted Liens);
Title; Assets. Borrower has good, indefeasible and merchantable title to, and ownership of, the Collateral in the aggregate, free and clear of all Liens, claims, security interests and other encumbrances except for Permitted Encumbrances. Borrower owns, possesses, or otherwise has rights and assets necessary for the conduct of its business.
Title; Assets. Schedule 6.01(f) identifies all of the Assets. The Assets are owned free and clear of all Liens, excepting as otherwise stated and attached hereto this agreement. The Assets represent and constitute all of the assets and properties required and necessary to conduct the Business as they are currently being conducted, and includes all assets acquired from Clark except as sold or otherwxxx disposed and shown on FiLCO GmbH accounting records from May 2003 to present. Any exceptions are stated hereto and included as an addendum to this agreement.
Title; Assets. Except as set forth on Schedule 4.4 of the Seller Disclosure Schedule, Seller has good and valid title to the Purchased Assets, whether by ownership, leases, licenses or other instruments granting Seller the right to use the Purchased Assets, in each case free and clear of all Encumbrances other than the Permitted Encumbrances. Neither Seller nor any Affiliate of Seller has any right, title or interest in or to any product containing morphine or other opioid as an active pharmaceutical ingredient in any stage of development. Seller does not lease any manufacturing tools or test equipment utilized in the conduct of the Product Line Business. The Purchased Assets transferred to Purchaser pursuant to this Agreement constitute all assets necessary and sufficient for the conduct of the Product Line Business as has been conducted by Seller and as is presently conducted by Seller, other than permits issued by the U.S. Drug Enforcement Agency and controlled substances permits issued by State Governmental Authorities.
