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.
(a) (i) Target holds Beneficial Ownership in, under and to each of the Properties, and (ii) Nominee holds Record Title in, under and to each of the Properties, in each case, such that Target and Nominee collectively have Defensible Title to each of the Properties.
(b) During Target’s and Nominee’s respective periods of ownership of interests in the Properties, neither any Owner nor Nominee has received any written notice asserting any Lien or other encumbrance, encroachment, defect in, or objection to Nominee’s Record Title to or Target’s Beneficial Ownership of the Properties (excluding Permitted Liens and any Liens which are required by this Agreement to be released at or before Closing), that alone or in combination with other defects renders or could reasonably be expected to render Nominee’s Record Title and Target’s Beneficial Ownership of the Properties or any part thereof, in the aggregate, to be less than Defensible Title.
(c) Each Seller hereby warrants, if the Closing occurs, Defensible Title from and against all Persons claiming by, through and/or under Target or Nominee (as applicable), but not otherwise.
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. 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.
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.
(ii) Company owns and has good, un-Encumbered (except for the Secured Interest created or to be created under the Transaction Documents), legal and/ or beneficial title to the Secured Interest on which the Company is required to create Secured Interest pursuant to the Transaction Documents.
(iii) Save and except the Encumbrances created in favour of the Debenture Trustee under the Transaction Documents, the Secured Properties are the absolute property of the Company and are free from any other Encumbrances and the Company does not have any obligation to create any other Encumbrances on the said Secured Properties.
Title Representations. Title to such Property shall conform to the representations and warranties set forth in Section 8.2(n).
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.
(ii) The Company is in compliance in all material respects with all lease deeds, leave and license agreements, license agreements, deed of assignments, sale deeds, tenancy agreements, allotment letters and other relevant documents in respect of all immovable property owned, leased, licensed or otherwise utilized by the Company for the purposes of its Business. The applicable stamp duty on all lease deeds, leave and license agreements, license agreements, deed of assignments, sale deeds, tenancy agreements, allotment letters and other relevant documents in respect of all immovable property owned, leased, licensed or otherwise utilized by the Company for the purposes of its Business has been duly paid and have been duly registered (as applicable) pursuant to the applicable requirements under the Indian Registration Act, 1908.
(iii) Company owns and has good, un-Encumbered (except for the Secured Interest created or to be created under the Transaction Documents), legal and/ or beneficial title to the Secured Interest on which the Company is required to create Secured Interest pursuant to the Transaction Documents.
(iv) Save and except the Encumbrances created in favour of the Debenture Trustee under the Transaction Documents, security created in favour of KSSF for securing the KSSF CCDs and the first charge provided to the Lenders of the Company, the Secured Properties are the absolute property of the Company and are free from any other Encumbrances and the Company does not have any obligation to create any other Encumbrances on the said Secured Properties.
Title Representations. Upon delivery of the Assignment and Conveyance delivered pursuant to 7.03(a)(iii) and the General Warranty Deed delivered pursuant to Section 7.03(a)(iv), GWEC agrees to guarantee to Buyer the title warranties of BRC contained therein. ARTICLE IX
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. 9 (l) No Default............................................. 9 SECTION 6.3.
