Title to Acquired Assets. Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.
Title to Acquired Assets. Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.
Title to Acquired Assets. Except as specifically set forth in this Agreement, Seller has, or will have on the Closing Date, title to all of the Acquired Assets, free and clear of all liens, judgments, pledges, title defects, Encumbrances, leases, security interests (UCC or otherwise, including without limitation, any and all active liens on Acquired Assets included in the list set forth on Schedule 4.7, security agreements, chattel mortgages, conditional sale contracts, collateral security agreements, leases and other title or interest retention arrangements), actions, claims, charges, conditions or restrictions of any nature whatsoever. Notwithstanding the foregoing, title to the Acquired Assets shall be subject to all Assumed Liabilities assumed by Buyer pursuant to Section 2.3. Except for merchandise and other property sold or used in the ordinary course of business, Seller has not entered into any contract, commitment or arrangement that would cause any of the Acquired Assets to be subject to any security interest, claim, equity, pledge, mortgage, lien (including, without limitation, mechanics’ and materialmen’s liens) or Encumbrances whatsoever which will exist or come into existence after the Closing Date.
Title to Acquired Assets. All conveyances, covenants, warranties, deeds, assignments, bills of sale, motor vehicle titles, confirmations, powers of attorney, approvals, consents and any and all further instruments as may be necessary, expedient or proper in order to complete any and all conveyances, transfers and assignments herein provided for and to convey to Purchaser such title to the Acquired Assets as Seller is obligated hereunder to convey.
Title to Acquired Assets. Except as set forth on Schedule 5.9, the Sellers have valid and enforceable title or interest in or to all of the Acquired Assets, and have the full right to sell, convey, transfer, assign and deliver the Acquired Assets, without the need to obtain the consent or approval of any third party. Except for Permitted Encumbrances (as defined below), all of the Acquired Assets are free and clear of any security interests, liens, claims, charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances of any kind, material defects as to title or restrictions against the transfer or assignment thereof (collectively, “Encumbrances”). Except as set forth on Schedule 5.9 and except for the Equipment and tangible personal property held by the Sellers under the Personal Property Leases, which Equipment and tangible personal property is in “as is, where is” condition, to Seller’s knowledge, all of the Acquired Assets are in good condition and repair (reasonable wear and tear excepted) and are reasonably adequate to carry on the Business on substantially the same basis as presently conducted; assuming however, that the Buyer provides the necessary managerial, administrative and accounting personnel and systems to oversee and administer operation of the Business. At and as of the Closing, the Sellers will convey the Acquired Assets to the Buyer by bills of sale, certificates of title and other instruments of assignment and transfer effective in each case to vest in the Buyer, and the Buyer will have, valid and enforceable title or interest in or to all of the Acquired Assets, free and clear of all Encumbrances other than (a) those identified in Schedule 5.9 ; (b) those for Taxes and other governmental assessments or charges not yet due and payable or which are being contested in good faith and by appropriate proceedings; (c) any other Encumbrances which in the aggregate relate to claims totaling less than $5,000, do not materially detract from the value or transferability of the property or assets subject thereto or materially interfere with the present use and have no arisen other than in the ordinary course of business; and (d) rights, claims, interests, restrictions and agreements of or with the landlords under the Real Property Leases and of or with the lessors under the Personal Property Leases (“Permitted Encumbrances”).
Title to Acquired Assets. Seller has made available to Buyer a true, correct and complete copy of each Contract, together with all amendments, waivers or other changes or modifications thereto to which Seller is a party or to which the Acquired Assets are bound (collectively, the “Material Contracts”). The Material Contracts are valid, legally binding and enforceable as to Seller and, as to the other parties thereto, in accordance with their respective terms. Each Material Contract is currently and will be in full force and effect in accordance with its terms upon the Closing Date. Except as described in Schedule 4.16, none of the Material Contracts have been nor will they be prior to the Closing Date, modified, amended or assigned. Except as described in Schedule 4.16, Seller, and to the knowledge of Seller, each other party thereto, has performed all obligations required to be performed by it and is not in default under or in breach of, or in receipt of any claim of default or breach under, any Material Contract. Except as described in Schedule 4.16, there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute a default by Seller, or to the knowledge of Seller, any of the other parties to such Material Contracts. Except as described in Schedule 4.16, Seller has not received written notice that any party to any Material Contract intends to cancel or terminate any such Material Contract or to exercise or not to exercise any option to renew thereunder. As of the Closing Date, to Seller’s knowledge, there will not exist any material Encumbrance other than Permitted Encumbrances on any Real Property or Personal Property governed by a Material Contract, except as disclosed on Schedule 4.16.
Title to Acquired Assets. As of the date of Closing, the Seller shall provide to the Buyer good and marketable title to all of the Acquired Assets, free and clear of any Liabilities, but excluding the Assumed Liabilities and certain other Liabilities set forth on Section 3(e) of the Disclosure Schedule to be paid by the Seller pursuant to Section 8(l) below, including all debts, obligations, claims, limitations, liens, Security Interests, restrictions on transfer, and/or any other encumbrances whatsoever.
Title to Acquired Assets. Except as set forth in Schedule 4(b), the Seller has good and marketable title to the Acquired Assets, free and clear of all mortgages, liens, claims, security interests, pledges, restrictions, charges or encumbrances of any nature whatsoever (collectively, "Liens"). At the Closing, the Buyer shall acquire the Acquired Assets free and clear of all Liens.
Title to Acquired Assets. Seller has good title to, and is the lawful owner of, each of the Acquired Assets, and has the lawful right to use each of the Leased Assets, in each case free and clear of any Lien. Seller has the full right to sell, convey, transfer, assign and deliver the Acquired Assets to Purchaser.
Title to Acquired Assets. The Seller has good, valid and marketable title to, or, in the case of property leased or licensed by the Seller, a valid leasehold or licensed interest in, all of the Acquired Assets, free and clear of all Encumbrances, except for Permitted Encumbrances. The Acquired Assets consisting of personal property are in good operating condition and repair (reasonable wear and tear excepted) and are suitable for the purposes for which they are presently used. No Acquired Asset is subject to any agreement, written or oral, for its sale or use by any person other than the Seller.
