Title Representations. Each Seller, severally and not jointly, represents and warrants to Buyer that the statements contained in this Section 3.01 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3.01), except as set forth on Section 3.01 of the Disclosure Schedule; provided, however, that Kaiser makes each of the following representations and warranties for himself and for each other Seller, it being understood that Kaiser is jointly and severally liable with each Seller as to the accuracy of each Seller’s representations and warranties contained in this Section 3.01. Notwithstanding anything to the contrary herein, the representations in this Section 3.01 are the exclusive representations relating to such matters in this Agreement.
Title Representations. The Seller agrees to deliver to the Purchaser, good and marketable title to the Rig and related equipment, free and clear of all liens, debts, and encumbrances whatsoever. Prior to delivery of the Rig, Seller will provide Purchaser with evidence satisfactory to the Purchaser that all liens and encumbrances affecting the Rig have been properly released.
Title Representations. Title to the applicable Site shall conform to the representations and warranties set forth in Section 8(c)(9).
Title Representations. (i) The Company has good and valid title to, or valid leases and licences of, or is otherwise entitled to use (in each case, on arm's length terms), all assets necessary for the conduct of their respective business as it is being conducted and all such assets have been property maintained and are in normal operating conditions.
Title Representations. 9 (l) No Default............................................. 9 SECTION 6.3.
Title Representations. Title to the Equipment shall conform to --------------------- the representations and warranties set forth in Section 7.1 below. -----------
Title Representations. The assets being transferred hereunder as part of the TWTA Business shall be conveyed free and clear of all liens, encumbrances, licenses and other interests of any nature whatsoever. To the extent that there are any outstanding liens, encumbrances, licenses or other interests on the Closing Date, LogiMetrics shall remove said liens, encumbrances, licenses or other interests as soon as practicable thereafter, except that LogiMetrics shall have no obligation to remove or satisfy any liens, encumbrances, licenses or other interests arising from any purchase money security interest and/or lease.
Title Representations. Seller represents and warrants to Buyer that the statements contained in this Section 3.01 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3.01), except as set forth on Section 3.01 of the Disclosure Schedule. Notwithstanding anything to the contrary herein, the representations in this Section 3.01 are the exclusive representations relating to such matters in this Agreement.
Title Representations. Title to such Property shall conform to the representations and warranties set forth in Section 8.2(n).
Title Representations. A certificate to the effect that the Exchanging Holder (and in the case of a Non-Recognition Transaction, the Allex Xxxity) owns all Common Units, and in the case of a Non-Recognition Transaction, common stock of the Company, to be exchanged at the Closing, both of record and beneficially, free and clear of all liens, encumbrances or adverse interests of any kind or nature whatsoever (including any restriction on the right to vote, sell, or otherwise dispose of the Common Units, and in the case of a Non-Recognition Transaction, common stock of the Company), other than those arising under applicable law and those arising under the organizational documents of Charter LLC or the Company, and, upon the transfer of such Common Units pursuant to this Agreement (and in the case of a Non-Recognition Transaction, common stock of the Company), the Company will receive good title to the Common Units, and in the case of a Non-Recognition Transaction, common stock of the Company, free and clear of all liens, encumbrances, and adverse interests created by the Exchanging Holder (and, in the case of a Merger or C Reorganization, the Allex Xxxity), other than those arising under applicable law or those arising under the organizational documents of Charter LLC or the Company.
