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. (i) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Acquired Assets, the Assumed Liabilities or the Program, Seller or an Acquired Entity has good and valid title to the Acquired Assets free and clear of any Lien (other than any Permitted Lien). Other than the Acquired Entities (and, to the extent constituting equity, any outstanding Notes), the Acquired Assets do not include any equity interest in any Person. Assuming the receipt of all Purchaser Required Approvals, Seller Required Approvals and Third-Party Consents, upon consummation of the transactions contemplated by this Agreement, including the execution and delivery of any necessary instruments of assignment and bills of sale in accordance with the terms hereof, (A) all the right, title and interest of the Seller in and to the Acquired Assets will be validly vested in Purchaser, free and clear of all Liens other than Permitted Liens and (B) Purchaser will have acquired good and marketable title in and to each Acquired Asset free and clear of all Liens other than Permitted Liens.
(ii) Other than this Agreement and any restrictions imposed on the disposition of assets under the Securitization Documents, there are no outstanding options, other rights, arrangements, commitments or obligations of Parent, Seller or any of their respective subsidiaries, at any time or upon the occurrence of certain events, to offer, sell, transfer or otherwise dispose of any of the Acquired Assets.
(iii) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Acquired Assets, the Assumed Liabilities or the Program, assuming the receipt of all Third Party Consents, the Acquired Assets and the rights of Purchaser under the Ancillary Agreements, will include, as of the Closing Date, all the assets, properties, rights and interests necessary for Purchaser to conduct the Program in substantially the same manner as currently conducted by Seller and its subsidiaries.
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. 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. 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. As of the Closing, Seller has good and valid title to the Acquired Assets, in each case free and clear of all Encumbrances, other than Permitted Encumbrances.
Title to Acquired Assets. Seller has good and valid title to, or a valid leasehold interest or license in, all of the Acquired Assets. All such Acquired Assets (including leasehold interests or licenses) are free and clear of Liens except for Permitted 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.
