Title; Purchased Assets Clause Samples

Title; Purchased Assets. At the Closing Date the Sellers, either directly or indirectly through their Subsidiaries, as applicable, have good and valid title to the Purchased Assets, free and clear of all liens, pledges, charges, restriction on transfer or use, claims, title defects, encroachments, encumbrances or other third party rights of any kind (“Liens”). Neither the execution and the performance of this Agreement by the Sellers nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in a breach of the terms, conditions or provisions of, or (ii) constitute a default under (or an event which with notice or lapse of time or both would become a default), give to others any rights of termination, amendment, acceleration or cancellation of or result in a violation of, (A) any contract or other binding obligation, commitment or undertaking to which a Seller or its Subsidiaries is a party, by which it is bound, or to which any of its assets are subject, (B) the certificate of incorporation, bylaws or similar governing documents of each Seller or its Subsidiaries, or (C) any legal requirement arising under any action, law, treaty, rule or regulation, determination or direction of a governmental entity. Neither the execution and the performance of this Agreement by the Sellers nor the consummation of the transactions contemplated hereby, will (a) result in the creation of any Lien upon any Purchased Asset, or (b) require any authorization, consent, approval, exemption or other action by or declaration or notice to any third party or governmental entity other than the Consents set forth in Schedule 7.4.

Title; Purchased Assets. (a) Seller has good and marketable title to, or valid leasehold interests in, each of the Purchased Assets, free and clear of any Encumbrances. Seller has all rights, power and authority to sell, convey, assign, transfer and deliver to Buyer, in accordance with the terms of this Agreement, all of Seller's right, title and interest (including leasehold interests) in the Purchased Assets. Other than the leased Computer Equipment and Software Contracts listed on Schedule 5.6, no Purchased Assets are leased by Seller. At the Closing, Seller will deliver title to, and all of Seller's rights and interests (including leasehold interests) in, the Purchased Assets to Buyer, and Buyer will have acquired good and marketable title in and to, and all of Seller's rights and interests (including leasehold interests) in, each of the Purchased Assets, free and clear of any Encumbrance, subject, in the case of Contracts (but without limiting the representations set forth in Sections 5.3 and 5.8 hereof), to the rights of the other party to the Contract. (b) The Purchased Assets that are physical assets are in good working order and repair and are regularly and properly maintained as required for their current use in the Business, ordinary wear and tear excepted.