TITLE TO AND CONDITION OF SUBJECT ASSETS Sample Clauses

TITLE TO AND CONDITION OF SUBJECT ASSETS. Seller and the Foreign Subsidiaries have, and Seller will or will cause the Foreign Subsidiaries to transfer to Buyer at Closing, good and marketable title to the Accounts Receivable, the Intangible Assets (other than the Licensed Software), the Inventory, the Fixed Assets and all of the other Subject Assets which Seller or any of the Foreign Subsidiaries purports to own, tangible and intangible, free and clear of all liens, claims and encumbrances. The Fixed Assets are in reasonably good operating condition and repair, ordinary wear and tear and routine maintenance excepted, and SCHEDULE 1(D) details the net book value of the various items of Fixed Assets as reflected in Seller's accounting records prepared in accordance with generally accepted accounting principles consistently applied but ARE OTHERWISE PROVIDED AS IS WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. All leased property is substantially in the condition required of such property by the lease of such property.
Sample 1
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TITLE TO AND CONDITION OF SUBJECT ASSETS. The Seller has good and marketable title to all of the Subject Assets, tangible and intangible, free and clear of all Encumbrances whatsoever, other than those Encumbrances set forth on the Disclosure Schedule (collectively, the “Permitted Encumbrances”). The Disclosure Schedule lists the location of all Subject Assets, including all of the Inventory and the Records. The Subject Assets constitute all of the assets owned by the Seller and/or used in the Subject Business, except for the Excluded Assets. All of the tangible personal property included in the Subject Assets is: (i) taking into account the age of the tangible personal property, in good operating condition, working order and repair and with no defects, ordinary wear and tear excepted; (ii) maintained in accordance with sound maintenance practices; and (iii) in the Seller’s possession or control. The Subject Assets are sufficient for the operation of the Subject Business in the Ordinary Course of Business based on current levels of operation. To the Seller’s Knowledge, the condition of the Subject Assets conforms in all material respects with all applicable Laws. There is no Contract, including any option, right of first refusal or other right of any Person, binding upon or which at any time in the future may become binding upon the Seller or the Parent to sell, transfer, assign, pledge, bequeath, charge, mortgage or in any other way dispose of or subject to any other Encumbrance any of the Subject Assets, other than as contemplated by this Agreement and the Ancillary Documents. Any leased personal property included within the Subject Assets is in the condition required of such property by the terms of the lease applicable thereto. Except for the Seller’s interest and the Parent’s ownership interest in the Seller, neither the Parent nor any Affiliate of the Seller or the Parent has or has had any interest in any right, property or asset owned, used or required by the Seller in the operation of the Subject Business, including any of the Subject Assets.
Sample 1
TITLE TO AND CONDITION OF SUBJECT ASSETS. Seller owns and possesses and will own and possess as of the Closing Date all right, title and interest in and to the Subject Assets, including, without limitation, good and merchantable title to the Subject Assets, in each case free and clear of all conveyances, conditions, easements, liens, charges, security interests, adverse claims, encumbrances, encroachments, reservations, easements, limitations, servitudes, other title defects or restrictions of any nature. Seller has and will have as of the Closing Date the right, power and authority to convey, transfer, lease, assign and deliver the Subject Assets free and clear of any title defect or restriction, including, without limitation, those enumerated in this SECTION 3.5. All tangible Subject Assets are in Seller's possession or under its control, and all equipment included in the Subject Assets is in good operating condition and repair, subject only to routine maintenance and ordinary wear and tear consistent with the age and use thereof, and is fit and adequate for the purposes intended. Seller enjoys peaceful and quiet possession of the Subject Assets pursuant to or by all of the deeds, bills of sale, leases, licenses and other agreements under which it is operating its business. The Subject Assets comprise all assets of any kind or character necessary for the operation of Seller's business as it is presently conducted.
Sample 1
TITLE TO AND CONDITION OF SUBJECT ASSETS. Except as set forth on SCHEDULE 3.6, each of Sellers and Shareholder own and possess and will own and possess as of the Closing Date all right, title and interest in and to the Subject Assets, including, without limitation, good and merchantable title to the Subject Assets, in each case free and clear of all conveyances, conditions, easements, liens, charges, security interests, adverse claims, encumbrances, encroachments, reservations, easements, limitations, servitudes, other title defects or restrictions of any nature. Each of Sellers and Shareholder have and will have as of the Closing Date the right, power and authority to convey, transfer, lease, assign and deliver the Subject Assets free and clear of any title defect or restriction, including, without limitation, those enumerated in this SECTION 3.6. All tangible Subject Assets of Sellers are in Sellers' possession or under its control, and all equipment included in the Subject Assets is in good operating condition and repair, subject only to routine maintenance and ordinary wear and tear consistent with the age and use thereof, and is fit and adequate for the purposes intended. Each of Sellers and Shareholder enjoy peaceful and quiet possession of the Subject Assets pursuant to or by all of the deeds, bills of sale, leases, licenses and other agreements under which it is operating its business. The Subject Assets comprise all assets of any kind or character necessary for the operation of Sellers' business as it is presently conducted.
Sample 1

Related to TITLE TO AND CONDITION OF SUBJECT ASSETS

  • Title to and Condition of Properties Except as would not have a Material Adverse Effect, each Acquiror 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, equipment and other personal property necessary for the conduct of its business 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 each Acquiror 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, 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.

  • Title to and Condition of Personal Property The Company has merchantable title to all personal property reflected in the April 1997 Balance Sheet or acquired subsequent to the date of the April 1997 Balance Sheet, free and clear of all liens or encumbrances, except as disclosed in Schedule 3.15 hereto. No representation or warranty as to the condition of any such personal property is made in this Agreement. The Company owns or has the right to use all such properties necessary to the conduct of its business as currently conducted.

  • 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.

  • Title to Properties, etc Each of the Borrowers and their Subsidiaries has good and marketable title, in the case of Real Property, and good title (or valid Leaseholds, in the case of any leased property), in the case of all other property, to all of its properties and assets free and clear of Liens other than Permitted Liens. The interests of the Borrowers and their Subsidiaries in the properties reflected in the most recent balance sheet referred to in Section 5.07, taken as a whole, were sufficient, in the judgment of the Borrowers, as of the date of such balance sheet for purposes of the ownership and operation of the businesses conducted by the Borrowers and their Subsidiaries.

  • 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.

  • Title to the Properties Borrower will warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases on the Properties, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys' fees and court costs) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person.

  • Title to Company Property All property owned by the Company, whether real or personal, tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member, individually, shall have any ownership of such property. The Company may hold its property in its own name or in the name of a nominee which may be the Board or any of its Affiliates or any trustee or agent designated by it.

  • Title to Properties The Company and each Subsidiary have good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

  • Title to Properties and Related Matters (a) Except as set forth on Schedule 3.10(a), the Company has good and valid title to all material personal property, tangible or intangible, which the Company purports to own, including the properties reflected on the Balance Sheet or acquired after the date thereof (other than properties and assets sold or otherwise disposed of in the ordinary course of business and consistent with past practice since June 30, 1999), free and clear of any claims, liens, pledges, security interests or encumbrances of any kind whatsoever (other than (i) purchase money security interests and common law vendor's liens, in each case for goods purchased on open account in the ordinary course of business and having a fair market value of less than $5,000 in each individual case), (ii) liens for Taxes not yet due and payable, and (iii) such imperfections of title and encumbrances, if any, that are not material in character, amount or extent and that do not materially detract from the value, or materially interfere with the use of, the property subject thereto or affected thereby.

  • Ownership and Condition of Assets (a) The Seller is the true and lawful owner, and has good title to, all of the Acquired Assets, free and clear of all Security Interests, except as set forth in Section 2.10(a)(i) of the Disclosure Schedule. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii), the Buyer will become the true and lawful owner of, and will receive good title to, the Acquired Assets, free and clear of all Security Interests other than those set forth in Section 2.10(a)(ii) of the Disclosure Schedule.

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