Common use of Title to and Condition of Assets Clause in Contracts

Title to and Condition of Assets. The Seller has good and indefeasible title to all of the Assets, free and clear of any Encumbrances (defined below). All of the Assets are in a state of good operating condition and repair, ordinary wear and tear excepted, and are free from any defects except as may be repaired by routine maintenance and such minor defects as to not substantially interfere with the continued use thereof in the conduct of normal operations. All of the Assets conform to all applicable laws governing their use. No notice of any violation of any law, statute, ordinance, or regulation relating to any of the Assets has been received by the Seller or Xxxxx, except such as have been disclosed in writing to Buyer and fully complied with. For purposes of this Agreement, the term "Encumbrances" means all liens, security interests, pledges, mortgages, deeds of trust, claims, rights of first refusal, options, charges, restrictions or conditions to transfer or assignment, liabilities, obligations, privileges, equities, easements, rights of way, limitations, reservations, restrictions, and other encumbrances of any kind or nature.

Title to and Condition of Assets. The Seller has good good, indefeasible and indefeasible marketable title to all of the Assets, free and clear of any Encumbrances (defined below). All of the Assets are in a state of good operating condition and repair, ordinary wear and tear excepted, and are free from any known defects except as may be repaired by routine maintenance and such minor defects as to not substantially interfere with the continued use thereof in the conduct of normal operations. All of the Assets conform to all applicable laws governing their use. No notice of any violation of any law, statute, ordinance, or regulation relating to any of the Assets has been received by the Seller or Xxxxxany of the Shareholders, except such as have been disclosed in writing to Buyer and fully complied with. For purposes of this Agreement, the The term "Encumbrances" means all liens, security interests, pledges, mortgages, deeds of trust, claims, rights of first refusal, options, charges, restrictions or conditions to transfer or assignment, liabilities, obligations, privileges, equities, easements, rights of way, limitations, reservations, restrictions, and other encumbrances of any kind or nature.

Title to and Condition of Assets. The Seller has good Sellers have good, indefeasible and indefeasible marketable title to all of the Assets, free and clear of any Encumbrances (defined below). All of the Assets are in a state of good operating condition and repair, ordinary wear and tear excepted, and are free from any known defects except as may be repaired by routine maintenance and such minor defects as to not substantially interfere with the continued use thereof in the conduct of normal operations. All of the Assets materially conform to all applicable laws governing their use. No notice of any violation of any law, statute, ordinance, or regulation relating to any of the Assets has been received by any of the Seller Sellers, COG or XxxxxColexxx, except xxcept such as have been disclosed in writing to Buyer and fully complied with. For purposes of this Agreement, the term "EncumbrancesENCUMBRANCES" means all liens, security interests, pledges, mortgages, deeds of trust, claims, rights of first refusal, options, charges, restrictions or conditions to transfer or assignment, liabilities, obligations, privileges, equities, easements, rights of way, limitations, reservations, restrictions, and other encumbrances of any kind or nature.

Title to and Condition of Assets. The Seller has good Sellers have good, indefeasible and indefeasible marketable title to all of the Assets, free and clear of any Encumbrances (defined below). All of the Assets are in a state of good operating condition and repair, ordinary wear and tear excepted, and are free from any known defects except as may be repaired by routine maintenance and such minor defects as to not substantially interfere with the continued use thereof in the conduct of normal operations. All of the Assets conform to all applicable laws governing their use. No Except as set forth on Schedule 2.1.4 hereto, no notice of any violation of any law, statute, ordinance, or regulation relating to any of the Assets has been received by any of the Seller Sellers or Xxxxxthe Shareholders, except such as have been disclosed in writing to Buyer and fully complied with. For purposes of this Agreement, the The term "Encumbrances" means all liens, security interests, pledges, mortgages, deeds of trust, claims, rights of first refusal, options, charges, restrictions or conditions to transfer or assignment, liabilities, obligations, privileges, equities, easements, rights of way, limitations, reservations, restrictions, and other encumbrances of any kind or nature.

Title to and Condition of Assets. The Seller has good good, indefeasible and indefeasible marketable title to all of the Assets, free and clear of any Encumbrances (defined below). All Buyer has had the opportunity to inspect the Assets and neither Seller nor Shareholder makes any warranty concerning the condition of said Assets, the sale hereunder being AS IS, WHERE IS with respect to the condition of the Assets are in a state of good operating condition and repair, ordinary wear and tear excepted, and are free from any defects except as may be repaired by routine maintenance and such minor defects as to not substantially interfere with the continued use thereof in the conduct of normal operationsAssets. All of the Assets conform to all applicable laws governing their use. No notice of any violation of any law, statute, ordinance, or regulation relating to any of the Assets has been received by the Seller or Xxxxxthe Shareholder, except such as have been disclosed in writing to Buyer and fully complied with. For purposes of this Agreement, the The term "Encumbrances" means all liens, security interests, pledges, mortgages, deeds of trust, claims, rights of first refusal, options, charges, restrictions or conditions to transfer or assignment, liabilities, obligations, privileges, equities, easements, rights of way, limitations, reservations, restrictions, and other encumbrances of any kind or nature.

Title to and Condition of Assets. The Seller has good good, indefeasible and indefeasible marketable title to all of the Assets, free and clear of any Encumbrances (defined below). All of the Assets are in a state of good operating condition and repair, ordinary wear and tear excepted, and are free from any known defects except as may be repaired by routine maintenance and such minor defects as to not substantially interfere with the continued use thereof in the conduct of normal operations. All of the Assets conform to all applicable laws governing their use. No Except as set forth on Schedule 2.1.3 hereto, no notice of any violation of any law, statute, ordinance, or regulation relating to any of the Assets has been received by the Seller or Xxxxxany of the Shareholders, except such as have been disclosed in writing to Buyer and fully complied with. For purposes of this Agreement, the The term "Encumbrances" means all liens, security interests, pledges, mortgages, deeds of trust, claims, rights of first refusal, options, charges, restrictions or conditions to transfer or assignment, liabilities, obligations, privileges, equities, easements, rights of way, limitations, reservations, restrictions, and other encumbrances of any kind or nature.

Title to and Condition of Assets. The Seller has good good, indefeasible and indefeasible marketable title to all of the Assets, free and clear of any Encumbrances (defined below). All of the Assets are in a state of good operating condition and repair, ordinary wear and tear excepted, and are free from any known defects except as may be repaired by routine maintenance and such minor defects as to not substantially interfere with the continued use thereof in the conduct of normal operations. All of the Assets conform to all applicable laws governing their use. No notice of any violation of any law, statute, ordinance, ordinance or regulation relating to any of the Assets has been received by the Seller or XxxxxSeller, except such as have been disclosed in writing to Buyer and fully complied with. For purposes of this Agreement, the The term "Encumbrances" means all liens, security interests, pledges, mortgages, deeds of trust, claims, rights of first refusal, options, charges, restrictions or conditions to transfer or assignment, liabilities, obligations, privileges, equities, easements, rights of way, limitations, reservations, restrictions, restrictions and other encumbrances of any kind or nature.