Title; Assets Sample Clauses

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 (b) The Acquired Assets and the Intellectual Property licensed to Purchaser pursuant to Section 2.6 constitute (i) all of the Intellectual Property Controlled by Reliant as of the date hereof related to the Product and (ii) all of the other material assets owned by Reliant as of the date hereof and related primarily or exclusively to the Product, in each case necessary to make, have made, use or sell the Product in the locations and in the manner Reliant engaged in such activities as of the Closing Date; provided that, this Section 5.4(b) shall not expand the representations and warranties in Section 5.5(b) as to non-infringement of third party Intellectual Property in relating to the making, having made, using or selling of Products.

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. (b) To Seller's knowledge, (i) each Ground Lease lessor has good and marketable title to the subject Land, but Seller makes no further representation or warranty regarding any such lessor's title to any Land; (ii) each Ground Lease is in full force and effect and has not been modified or amended; (iii) Seller is in actual possession of the leased premises under each of the Ground Leases; (iv) Seller has paid the rent set forth in each of the Ground Leases on a current basis and there are no past due amounts; (v) except as expressly set forth in the Ground Leases, Seller is not obligated to pay any additional rent or charges to any of the Ground Lease lessors for any period subsequent to the Closing Date for such Ground Lease; and (vi) Seller has not received notice from or given notice to any Ground Lease lessor claiming that such Ground Lease lessor or Seller is in default under any of the Ground Leases, and, to the best of Seller's knowledge, there is no event which, with the giving of notice of the passage of time or both, would constitute such a default.

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. (b) Assuming that all Governmental Filings and other consents and approvals set forth in Section 3.4 and Section 3.5 of the Seller Disclosure Schedules have been obtained, and except for any assets used or held for use in connection with the provision of corporate-level services to the Rolling Mill Business and after taking into account all Ancillary Agreements (including the Transition Services Agreement), the Rolling Mill Assets that will be held, owned, leased or licensed by the Company as of the Closing, constitute all of the assets and properties necessary to conduct the Rolling Mill Business in substantially the same manner Seller or its Affiliates (including the Company) have been conducting the Rolling Mill Business for the previous twelve (12) months, provided that this representation and warranty shall exclude any and all assets, rights and capabilities not exclusively related to the Rolling Mill Business that a comparable company in the aluminum rolling business would customarily be capable of providing, including, Excluded Shared Contracts, finance related services (e.g., tax, treasury and accounting), transportation and logistical related services, risk management (including insurance), trade compliance (including 232 tariff related advice and assistance), corporate-level environmental compliance, corporate-level research and development, human resources, legal and information technology. (c) As of the date hereof, and except as would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Rolling Mill Business, and except as set forth on Section 3.18(c) of the Seller Disclosure Schedules, the tangible Rolling Mill Assets (including Equipment, fixtures and inventory) have been maintained in accordance with industry practice in all material respects, are in adequate operating condition and repair, subject to ordinary wear and tear, and are adequate for the uses to which they are put.

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. 16 SECTION 3.23

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); (ii) Arena GmbH has good and marketable title to, or valid contract rights to, (1) the Purchased Trademarks, (2) the Purchased Supply Records, (3) the Purchased Validation Materials, (4) the Product Domain Names, (5) the Third Party Distributor Agreements and (6) the Inventory, free and clear of all Liens (other than Permitted Liens); (iii) Arena has the complete and unrestricted power and unqualified right (except as described in the final proviso of Section 3.3) to sell, convey, deliver, transfer and assign to Eisai, as applicable, (1) the Arena Regulatory Approvals, (2) the Samples and (3) the Purchased Records; (iv) Arena GmbH has the complete and unrestricted power and unqualified right (subject to the Consents with respect to the Third Party Distributor Agreements) to sell, convey, deliver, transfer and assign to Eisai, as applicable, (1) the Purchased Trademarks, (2) the Purchased Supply Records, (3) the Purchased Validation Materials, (4) the Product Domain Names, (5) the Third Party Distributor Agreements and (6) the Inventory; (v) Arena or Arena US has good and marketable title to all of the Purchased Patents and Purchased Know-How free and clear of all Liens (other than Permitted Liens); (vi) Arena GmbH has good and marketable title to all of the Purchased Manufacturing Know-How free and clear of all Liens (other than Permitted Liens); (vii) Arena and Arena US have the complete and unrestricted power and unqualified right to sell, convey, deliver, transfer and assign to Eisai, as applicable, the Purchased Patents and the Purchased Know-How; (viii) Arena GmbH has the complete and unrestricted power and unqualified right to sell, convey, deliver, transfer and assign to Eisai, as applicable, the Purchased Manufacturing Know-How; (ix) to the Knowledge of Arena, there are no adverse claims of ownership to the Purchased Assets (excluding the Purchased Intellectual Property) or the Inventory; (x) Arena has not received written, or to the Knowledge of Arena oral, notice that any Person has asserted a claim of ownership or right of possession or use in or to any of the Purchased Assets or to the Inventory, except as previously disclosed to Eisai prior to the Effective Date; and (xi) at the Closing, Eisai will acquire from Arena, Arena US or Arena GmbH, good and marketable ...

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. Except as set forth on Schedule 3.6(a), the Seller has (and, upon the consummation of the Transactions, the Purchaser will have) good, valid and marketable title to the Purchased Assets, in each case free and clear of all Liens. Except as set forth on Schedule 3.6(b), the Purchased Assets constitute all assets necessary and sufficient to conduct the Businesses as presently conducted by the Seller.

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. The Agency has good and marketable title to the Purchased Assets free and clear of any Claims, and no other producer, employee, or third party (including the Shareholder) has any interest in the Purchased Assets, including the accounts of the Customers set forth on Schedule 1A which are serviced by the Agency. No third party, whether or not affiliated with the Agency, has any right or option, pursuant to a right of first refusal, right of first option, or otherwise, to acquire all or any part of the Business or any of the Purchased Assets. All insurance brokerage or agency business placed by any employee, producer, or contractor of the Business has been placed by them through and in the name of the Agency and all commissions on such business have been paid to and are the property of the Agency.