Title; Sufficiency of Acquired Assets Sample Clauses

Title; Sufficiency of Acquired Assets. (a) Sellers Collectively have good, valid and marketable title to the Acquired Assets and Sellers Collectively are the true and lawful owner of the Acquired Assets, free and clear of any and all Encumbrances of any kind other than the Permitted Encumbrances, and Sellers Collectively have the full right to sell and transfer to Buyer good and marketable title to the Acquired Assets, free and clear of any and all Encumbrances other than the Permitted Encumbrances. No Subsidiary or Affiliate of any Seller has any right, title or interest in any of the Acquired Assets. The delivery to Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to the Acquired Assets in Buyer, free and clear of all Encumbrances other than Permitted Encumbrances.
Sample 1
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Title; Sufficiency of Acquired Assets. (a) Parent and Sub are the true and lawful owners of the Acquired Assets, free and clear of any and all liens, restrictions, liabilities and assignments of any kind other than Permitted Encumbrances, and Seller has the full right to sell and transfer to Buyer good and marketable title to the Acquired Assets, free and clear of any and all liens other than Permitted Encumbrances. The delivery to Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to the Acquired Assets in Buyer, free and clear of all liens other than Permitted Encumbrances.
Sample 1
Title; Sufficiency of Acquired Assets. The Asset Sellers have good title to, or a valid leasehold interest in, all of the Acquired Assets free and clear of any and all Liens other than Permitted Liens. The Target Entities have good title to, or a valid leasehold interest in, all of the assets of the Target Entities free and clear of all Liens (including Liens with respect to Taxes) other than Permitted Liens. The Acquired Assets, together with the rights and services granted pursuant to the Ancillary Agreements and the assets of the Target Entities, comprise all of the assets, rights, properties, facilities and services that are required or necessary for the continued conduct by Purchaser immediately following the Closing of the Business as currently conducted in all material respects. The Acquired Assets, Assumed Liabilities and the assets and liabilities of the Target Entities are not employed in any business of Seller or its Subsidiaries other than the Business. Notwithstanding the foregoing, this Section 3.01(i) shall not apply to Intellectual Property, and shall not be interpreted as a non-infringement representation, both of which are solely addressed in Section 3.01(p).
Sample 1
Title; Sufficiency of Acquired Assets. (a) Sellers collectively have good and valid title to the Assets and Sellers collectively are the true and lawful owner of the Assets, free and clear of any and all Encumbrances of any kind other than the Permitted Encumbrances, and Sellers collectively have the full right to sell and transfer to Purchaser good and valid title to the Assets, free and clear of any and all Encumbrances other than the Permitted Encumbrances. No subsidiary or Affiliate of any Seller has any right, title or interest in any of the Assets. The delivery to Purchaser of the instruments of transfer of ownership contemplated by this Agreement will vest good and valid title to the Assets in Purchaser, free and clear of all Encumbrances other than Permitted Encumbrances. Schedule 1.48 sets forth a complete and accurate list of the Tangible Assets owned by Sellers and used in the Business (other than the Excluded Assets), which description identifies, to the extent available, original acquisition date and cost of such items.
Sample 1

Related to Title; Sufficiency of Acquired Assets

  • Sufficiency of Purchased Assets The Purchased Assets include all right, title and interest of Seller in and to all assets, properties and rights of Seller or necessary for or used in the operation of Seller's business, other than the Excluded Assets.

  • Title to Assets; Sufficiency of Assets (a) GFI and the Subsidiaries of GFI have good and valid title to, or valid leasehold interests in, and immediately following the consummation of the Transactions and after giving effect thereto, the CME Retained Subsidiaries will have good and valid title to, or valid leasehold interests in or valid right to use, all material assets, properties and rights of the Trayport Business and the FENICS Business, free and clear of Liens other than Permitted Liens.

  • Title to and Sufficiency of Assets Each Target Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests, (c) Liens specifically identified on the balance sheet as of the Interim Balance Sheet Date included in the Company Financials and (d) Liens set forth on Schedule 4.17. The assets (including Intellectual Property rights and contractual rights) of the Target Companies constitute all of the material assets, rights and properties that are currently used in the operation of the businesses of the Target Companies as it is now conducted or that are used or held by the Target Companies for use in the operation of the businesses of the Target Companies, and taken together, are adequate and sufficient for the operation of the businesses of the Target Companies as currently conducted.

  • Condition and Sufficiency of Assets The buildings, plants, structures, and equipment of the Acquired Companies are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The building, plants, structures, and equipment of the Acquired Companies are sufficient for the continued conduct of the Acquired Companies' businesses after the Closing in substantially the same manner as conducted prior to the Closing.

  • Sufficiency of Assets The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business in the manner presently operated by Seller, and (b) include all of the operating assets of Seller.

  • Real Property Interests Except for leasehold interests disclosed on Schedule 3.20, and except for the ownership or other interests set forth on Schedule 3.20, no Credit Party has, as of the Closing Date, any ownership, leasehold or other interest in real property. Schedule 3.20 sets forth, with respect to each parcel of real estate owned by any Credit Party as of the Closing Date, the address and legal description of such parcel.

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Title to Properties; Encumbrances The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Title to Properties; Liens and Encumbrances The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.

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