Common use of Title, Sufficiency and Condition of Assets Clause in Contracts

Title, Sufficiency and Condition of Assets. (a) On or before Closing, Sellers will have good and marketable title to each asset constituting the Purchased Assets, free and clear of any security interest, mortgage, pledge, lien, charge, encumbrance, right of way, easement or adverse claim of any kind or nature except for Liens (i) that will be terminated by Sellers prior to the Closing, and (ii) rights of way, easements and other restrictions of record affecting the Acquired Real Property that are reflected on the Exception Documents (as defined in Section 6.3(c) (collectively, “Liens”). To the extent that Sellers do not presently have good, valid and marketable to any asset constituting the Purchased Assets, Sellers shall diligently take such actions as may be necessary and/or advisable to acquire such title prior to the Closing Date. On the Closing Date, Sellers will transfer to Purchaser good, valid and marketable title to each asset constituting the Purchased Assets, free and clear of all Liens. (b) Except as otherwise expressly represented in this Asset Purchase Agreement, Sellers make no representations as to the condition and repair of the Purchased Assets and Purchased Assets are being sold to the Purchaser strictly on an “As Is, Where Is” basis. Purchaser acknowledges that it has had full and ample opportunity to inspect the Purchased Assets and to determine the suitability thereof for the Purchaser’s purposes..

Title, Sufficiency and Condition of Assets. (a) On Except as set forth on Schedule 4.6(a)(i) attached hereto, Seller or before Closing, Sellers will the Purchased Subsidiaries have good and marketable valid title to each asset constituting all tangible assets and personal property included in the Purchased AssetsAssets and the Purchased Subsidiary Equity. At the Closing, all such properties and assets will be free and clear of any security interest, mortgage, pledge, lien, charge, encumbrance, right of way, easement or adverse claim Encumbrances except for Permitted Encumbrances (in the case of any kind Purchased Assets other than the Purchased Subsidiary Equity) or nature except for Liens those items set forth on Schedule 4.6(a)(ii). (b) As of immediately following the Closing, the Buyer shall have all right, title and interest to each of the rights, properties and assets (tangible and intangible) (including the Purchased Subsidiary Equity) (i) that will be terminated by Sellers adequate and sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing, and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted or as contemplated to be conducted, (ii) rights utilized by the Seller and its Subsidiaries to generate the financial results reflected in the Financial Statements, and (iii) necessary for the Buyer to, following the Closing, satisfy its obligations pursuant to the Transaction Documents Agreements. Except as expressly provided hereunder or under another Transaction Document, neither Seller nor any of wayits Subsidiaries (except a Purchased Subsidiary) has, easements and other restrictions of record affecting or will have after the Acquired Real Property that are reflected on the Exception Documents (as defined Closing, any right, title, or interest in Section 6.3(c) (collectively, “Liens”). To the extent that Sellers do not presently have good, valid and marketable or to any asset constituting the Purchased Intellectual Property Assets, Sellers shall diligently take such actions as may be necessary and/or advisable to acquire such title prior to the Closing Date. On the Closing Date, Sellers will transfer to Purchaser good, valid and marketable title to each asset constituting the Purchased Assets, free and clear of all Liens. (bc) Except as otherwise expressly represented All tangible assets and personal property included in this Asset Purchase Agreement, Sellers make no representations as to the condition and repair of the Purchased Assets and Purchased Assets are being sold to the Purchaser strictly on an “As Is, Where Is” basis. Purchaser acknowledges that it has had full and ample opportunity to inspect the Purchased Assets Subsidiaries are in operating condition and to determine the suitability thereof for the Purchaser’s purposes..repair, ordinary wear and tear excepted.

Title, Sufficiency and Condition of Assets. (a) On or before Closing, Sellers will have good and marketable title to each asset constituting the Purchased Assets, free and clear of any security interest, mortgage, pledge, lien, charge, encumbrance, right of way, easement or adverse claim of any kind or nature except for Liens (i) that will be terminated by Sellers prior to the Closing, and (ii) rights of way, easements and other restrictions of record affecting the Acquired Real Property that are reflected on the Exception Documents (as defined in Section 6.3(c) Claims (collectively, “Liens”). To the extent that Sellers do not presently have good, valid and marketable to any asset constituting the Purchased Assets, Sellers shall diligently take such actions as may be necessary and/or advisable to acquire such title prior to the Closing Date. On the Closing Date, Sellers will transfer to Purchaser good, valid and marketable title to each asset constituting the Purchased Assets, free and clear of all Liens. (b) Except as otherwise expressly represented in this Asset Mineral Claim Purchase Agreement, Sellers make no representations as to the condition and repair of the Purchased Assets and Purchased Assets are being sold to the Purchaser strictly on an “As Is, Where Is” basis. Purchaser acknowledges that it has had full and ample opportunity to inspect the Purchased Assets and to determine the suitability thereof for the Purchaser’s purposes...