Title to Acquired Assets; Liens Sample Clauses

Title to Acquired Assets; Liens. Except as set forth in Section 4.4 of the Lee Xxxclosure Letter, Lee xxxs good title to or has valid leasehold interests in all of the Acquired Assets and at the Closing good title to or valid leasehold interests in (and consents to the assigment thereof) such Acquired Assets shall be transferred to Liberty, free and clear of any and all Liens except (i) for Permitted Liens, and (ii) any restriction on assignment of Contracts which is contained in such Contract or which arises by law.
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Title to Acquired Assets; Liens. Holdings owns good title to or has valid leasehold interests in all of the Holdings Acquired Assets and at the Closing good title to or valid leasehold interests in such Holdings Acquired Assets shall be transferred to Triple Sub, free and clear of any and all Liens except for Holdings Permitted Liens.
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Title to Acquired Assets; Liens. (a) Except as set forth on Schedule 3.12(a)(i): (i) the Sellers have good and marketable title to all of the Acquired Assets, free and clear of any Lien; and (ii) the interests and rights in and to the Acquired Assets to be conveyed to Buyer hereunder include all assets, properties, interests and rights reasonably necessary for the Buyer to use the Acquired Assets as now used by the Sellers, free from damage and unreasonable interference by others who may have other interests or rights in and to the Acquired Assets. To the Actual Knowledge of the Sellers, the map attached hereto as Schedule 3.12(a)(ii) shows the true and correct boundaries of the Owned Real Property, the Leased Real Property and the property subject to the Real Property Contracts, taking into account minor distortions of boundary lines which may arise because of the scale of said map. (b) To the Knowledge of the Sellers, the interests in real property, coal, oil, gas and other minerals described on Schedule 2.01(a) constitute all of such property owned by the Sellers. The Real Property Leases and the Real Property Contracts constitute all Contracts of the Sellers pursuant to which the Sellers lease, sublease or otherwise possess any occupancy, usage or mining rights with respect to any real property, coal, oil, gas or other minerals. (c) Except as set out on Schedule 3.12(c)(i), all of the Real Property Leases and the Real Property Contracts are valid and in full force and effect in accordance with their respective terms, free and clear of any Lien. Except as set forth on Schedule 3.12(c)(ii) and except for defaults, circumstances or states of fact which would not have a Material Adverse Effect on the Sellers, the Business or the Assets, the Sellers are not in default under the Real Property Leases or the Real Property Contracts in any respect and, to the Knowledge of the Sellers, no other party thereto is in default thereunder nor, to the Actual Knowledge of the Sellers, does there exist any circumstance or state of facts which constitute, or with the passage of time or the giving of notice, or both, would constitute a default thereunder. The Sellers have delivered to the Buyer true and correct copies of all of the Real Property Leases and the Real Property Contracts, including all amendments and modifications thereto. (d) To the Knowledge of the Sellers, and except as set forth on Schedule 3.12(d), there are no adverse claims to the Owned Real Property, the Real Property Leases, the righ...
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Title to Acquired Assets; Liens. Liberty Sub owns good title to or has valid leasehold interests in all of the Liberty Sub Acquired Assets and at the Closing good title to or valid leasehold interests in such Liberty Sub Acquired Assets shall be transferred to Holdings free and clear of any and all Liens except for Liberty Sub Permitted Liens.
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Title to Acquired Assets; Liens. Triple Sub owns good title to or has valid leasehold interests in all of the Triple Sub Acquired Assets and at the Closing good title to or valid leasehold interests in such Triple Sub Acquired Assets shall be transferred to Holdings free and clear of any and all Liens except for Triple Sub Permitted Liens.
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Title to Acquired Assets; Liens. Except as set forth in Section 3.4 of the Liberty Disclosure Letter, Liberty (or an Affiliate thereof) owns good title to or has valid leasehold interests in all of the Liberty Acquired Assets and at the Closing good title to or valid leasehold interests in (and consents to the assignment thereof) such Liberty Acquired Assets shall be transferred to Lee xxxe and clear of any and all Liens except (i) for Liberty Permitted Liens, and (ii) any restriction on assignment of Liberty Contracts which is contained in such Liberty Contract or which arises by law.
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Related to Title to Acquired Assets; Liens

  • 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 Assets; Liens Unless specifically licensed or leased to the Company, title to the assets of the Company, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Members, individually or collectively, shall have any ownership interest in such assets or any portion thereof or any right of partition. The Company shall be permitted to create, incur, assume or permit to exist Liens on any assets (including Equity Interests or other securities of any Person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof.

  • Title to Properties and Assets; Liens, Etc The Company has good and marketable title to its properties and assets, including the properties and assets reflected in the most recent balance sheet included in the Financial Statements, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (a) those resulting from taxes which have not yet become delinquent; (b) liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company; and (c) those that have otherwise arisen in the ordinary course of business. The Company is in compliance with all material terms of each lease to which it is a party or is otherwise bound.

  • Title to Properties and Assets; Liens The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than

  • Title to Assets; Encumbrances Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances. Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all encumbrances.

  • 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.

  • Title to Purchased Assets Seller owns and has good title to the Purchased Assets, free and clear of Encumbrances.

  • Title to Assets; No Encumbrances Each of the Loan Parties and its Subsidiaries has (a) good, sufficient and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.

  • Title to Properties; Liens Borrower and its Subsidiaries have (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), or (iii) good title to (in the case of all other personal property), all of their respective properties and assets reflected in the financial statements referred to in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under subsection 7.7. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.

  • 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.

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