Title to and Condition of Properties; Sufficiency of Assets Sample Clauses

Title to and Condition of Properties; Sufficiency of Assets. (a) Seller is the sole and exclusive legal and equitable owner of all right, title and interest in, and has good, valid and marketable title to, all of the Acquired Assets, free and clear of all Liens, except those exceptions to title arising from the open source computer code set forth at Section 3.18(k) of the Disclosure Schedule. Seller has the power and the right to sell, assign and transfer, Seller will sell and deliver to Buyer, and upon consummation of the transactions contemplated by this Agreement Buyer will acquire, good, valid, exclusive and marketable title to all of the Acquired Assets, free and clear of all Liens, except those exceptions to title arising from the open source computer code set forth at by Section 3.18(k) of the Disclosure Schedule. (b) All tangible assets and personal property included in the Acquired Assets have been maintained in accordance with normal industry practice and are in good operating condition and repair, subject to ordinary wear and tear, and there has not been any interruption of the operations of the Business due to the condition of any such assets or properties. (c) The Acquired Assets comprise all assets, properties, rights and Contracts of any type or description, whether real or personal, tangible or intangible, used in connection with the operation of the Business, which are all of the assets, properties, rights and Contracts necessary for Buyer to operate the Business following the Closing in the manner in which the Business historically has been and is currently conducted, except for the Southborough Lease and the use of Seller Parent’s Salesforce portal by certain of Seller’s salespeople. No other Person, including Seller Parent, owns or has the right to use any of the assets or property used in connection with the operation of the Business, and no Acquired Assets are in the possession of others, except raw materials, work-in-process and Business Intellectual Property in possession of the contract manufacturers of the Products, each of whom is listed on Section 3.7 of the Disclosure Schedule together with the Acquired Assets held by such contract manufacturer. 3.8
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Title to and Condition of Properties; Sufficiency of Assets. (a) The Seller is the sole and exclusive legal and equitable owner of all right, title and interest in, and has good, valid and marketable title to, all of the Acquired Assets purported to be owned by the Seller and the legal and valid right to use all other Acquired Assets used or held for use by the Seller including all Acquired Assets held under Personal Property Leases, the Office Lease or License Agreements, in any case, free and clear of all Liens, other than Permitted Liens. The Seller has the power and the right to sell, assign and transfer good, valid and marketable title to all of the Acquired Assets purported to be owned by the Seller and the valid, enforceable and sufficient right to use all of the other Acquired Assets, free and clear of all Liens other than Permitted Liens.
Sample 1
Title to and Condition of Properties; Sufficiency of Assets. (a) Each of the Seller and the Parent, as applicable, is the sole and exclusive legal and equitable owner of all right, title and interest in, and has good, valid and marketable title to, all of the Acquired Assets purported to be owned by the Seller or the Parent, as applicable, and the legal and valid right to use all other Acquired Assets used or held for use by the Seller or the Parent, as applicable, including all Acquired Assets held under Personal Property Leases, the Real Property Lease or License Agreements, in any case, free and clear of all Liens, other than Permitted Liens. Each of the Seller and the Parent, as applicable, has the power and the right to sell, assign and transfer good, valid and marketable title to all of the Acquired Assets purported to be owned by the Seller or the Parent, as applicable, and the valid, enforceable and sufficient right to use all of the other Acquired Assets, free and clear of all Liens other than Permitted Liens.
Sample 1
Title to and Condition of Properties; Sufficiency of Assets. (a) Seller is the sole and exclusive legal and equitable owner of all right, title and interest in, and has good, valid and marketable title to, all of the Acquired Assets, free and clear of all Liens, except those exceptions to title arising from the open source computer code set forth at Section 3.18(k) of the Disclosure Schedule. Seller has the power and the right to sell, assign and transfer, Seller will sell and deliver to Buyer, and upon consummation of the transactions contemplated by this Agreement Buyer will acquire, good, valid, exclusive and marketable title to all of the Acquired Assets, free and clear of all Liens, except those exceptions to title arising from the open source computer code set forth at by Section 3.18(k)
Sample 1
Title to and Condition of Properties; Sufficiency of Assets. (a) The Company is the sole and exclusive legal and equitable owner of all right, title and interest in, and has good, valid and marketable title to, or has a valid leasehold in or a valid license to use, all of the assets and properties, tangible or intangible, used or held by the Company, free and clear of all Liens. All tangible assets and personal property of the Company included in the assets and properties of the Company have been maintained in accordance with normal industry practice and are in good operating condition and repair, subject to ordinary wear and tear and there has not been any interruption of the operations of the business of the Company due to the condition of any such assets or properties. Section 3.8 of the Company Disclosure Schedule sets forth a list of all personal property used by the Company that is material to the operation of the Company.
Sample 1
Title to and Condition of Properties; Sufficiency of Assets. Each Seller is the sole and exclusive legal and equitable owner of all right, title and interest in, and has good, clear, indefeasible and marketable title to, all of the Acquired Assets purported to be owned by such Seller and has the valid, enforceable and sufficient right to use all of the other Acquired Assets used or held by such Seller, free and clear of all Liens. All tangible assets and properties included in the Acquired Assets have been maintained in accordance with normal industry practice and are in operating condition, subject to ordinary wear and tear and there has not been any material interruption of the operations of the Acquired Businesses due to the condition of any such assets or properties. The Acquired Assets comprise all material assets, properties and rights necessary for the operation of the Business in the manner in which the Business is currently operated, it being understood by the Buyer Parties, however, that certain assets and services used in the operation of the Business such as, but not limited to, accounting functions and services and internet access capability, have been provided by Sellers and are not part of the Acquired Assets (“Sellers’ Assets”).
Sample 1

Related to Title to and Condition of Properties; Sufficiency of Assets

  • 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.

  • Title to and Condition of Properties Except as would not have a Material Adverse Effect, the Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

  • 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.

  • Condition of Properties All facilities, machinery, equipment, fixtures and other properties owned, leased or used by the Company are in reasonably good operating condition and repair, subject to ordinary wear and tear, and are adequate and sufficient for the Company’s business.

  • 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.

  • Condition of Property Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date. An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) deferred maintenance for which escrows were established at origination and (ii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.

  • Sufficiency of Assets Except as set forth in Part 3.6, the Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business in the manner presently operated by Seller and (b) include all of the operating assets of Seller.

  • Title to and Condition of Assets Seller has good and marketable title to (or, with respect to any Assets that are leased, a valid leasehold interest in) all of the Assets to be acquired by TJC at the Closing, free from any liens, adverse claims, security interest, rights of other parties or like encumbrances of any nature. The Assets consisting of physical property are in good condition and working order, normal wear and tear excepted, and function properly for their intended uses.

  • Maintenance of Properties and Leases Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties useful or necessary to its business, and from time to time, such Loan Party will make or cause to be made all appropriate repairs, renewals or replacements thereof.

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