Title to and Condition of the Assets. Seller has good and marketable title, free and clear of all security interests, mortgages, encumbrances, pledges, trust agreements, liens or other adverse claims to any of the Assets other than Permitted Liens. No person or entity other than Seller has any right, title or interest in and to any of the Assets other than any Permitted Lien. Upon payment by Buyer of the amounts contemplated by this Agreement, Buyer will acquire good and indefeasible title to the Assets, free and clear of any lien, charge, encumbrance, option or adverse claim other than Permitted Liens.
Title to and Condition of the Assets. (a) The Company has, and at the Closing shall transfer to Purchaser, good and marketable title to the Assets, including without limitation the Assets described on Schedule 2.4, free and clear of all Encumbrances other than Permitted Liens. With respect to those assets which are leased, except as set forth on Schedule 2.4, the Company is in compliance with each such lease and holds a valid leasehold interest, free and clear of all Encumbrances other than Permitted Liens. As of the Closing Date, the tangible Assets shall be in sound operating condition and repair, normal wear and tear excepted.
Title to and Condition of the Assets. Except as otherwise provided below, the Seller warrants and represents (a) that it has equitable interest in, and the right to possess and use the Payment Information subject to the rights of all applicable credit card issuers and associations, (b) that it has good title to all other Assets, free and clear of all Liens and (c) that the Subscriber Contracts are valid, binding and in full force and effect, enforceable in accordance with their terms against the Subscribers, subject to applicable bankruptcy, insolvency, and similar Laws affecting creditors’ rights generally and general principles of equity; provided, however, the Seller makes no representation or warranty with respect to the Music Label Agreements except as otherwise provided in Section 7.9 below.
Title to and Condition of the Assets. (a) The Assets (in the case of leased assets, Seller’s leasehold interest therein) are free and clear of all security interests, encumbrances, liens, mortgages, pledges, charges, conditional sale or title retention agreements and restrictions, except liens for property taxes not yet due and payable, and those security interests described on Schedule 6.7(a) for which full and complete releases will be obtained by Seller at or prior to the Closing. Except as set forth on Schedule 6.7(a), there are no currently effective Uniform Commercial Code financing statements of record covering any of the Assets.
Title to and Condition of the Assets. The Companies and any of the Subsidiaries:
Title to and Condition of the Assets. (a) Other than the Branch Leases. Seller has good and marketable title to all of the Assets other than the Branch Leases, free and clear of all material security interests, mortgages, encumbrances, pledges, trust agreements, liens or, to Seller’s Knowledge, other adverse claims, other than liens for Taxes not yet due (“Permitted Liens”). Except with respect to any loan participations which are included in the Loans, no person or entity other than Seller has any right, title or interest in and to any of the Assets other than the Branch Leases and other than as a result of any Permitted Lien. Upon payment by Buyer of the amounts contemplated by this Agreement, Buyer shall acquire good and marketable title to the Assets other than the Branch Leases, free and clear of any lien, charge, encumbrance, option or adverse claim other than the Permitted Liens.
Title to and Condition of the Assets. (a) (i) A complete listing of all material assets owned or leased by DETTCO (other than Excluded Assets) is set forth in Exhibit C. As of the Closing, all of the tangible DETTCO Assets will be in DETTCO LLC's possession and control or subject to valid and existing Contracts. DETTCO owns all of the DETTCO Assets free and clear of all Liens except the Permitted Encumbrances and, as of the Closing, DETTCO LLC will own all of the DETTCO Assets, free and clear of all Liens except the Permitted Encumbrances.
Title to and Condition of the Assets. The Company has good and marketable title to the Assets and the Business owned by the Company free and clear of all Encumbrances except as set forth on Schedule 3.7. All of the tangible personal property used by the Company in connection with the operation of the Business is included among the Assets owned or leased by the Company unless specified in Schedule 3.7, and the tangible personal property used by the Company is in working condition sufficient to continue to operate the Business in the ordinary course.
Title to and Condition of the Assets. (a) Except for Assets for which Seller is obligated to attempt to obtain good and valid title pursuant to Section 4.01(f), Seller has good and valid title to all of the Assets subject only to the Permitted Liens (as hereinafter defined) and the liens, restrictions, claims, charges, security interests, easements or other encumbrances set forth on SCHEDULE 2.05(a) (collectively, with the Permitted Liens, the "Encumbrances"). (b) Except for the Encumbrances, Seller owns the Assets free and clear of all title defects or objections, liens, restrictions, claims, charges, security interests, easements or other encumbrances of any nature whatsoever. "Permitted Liens" shall mean (i) the security interests, easements or other encumbrances described in SCHEDULE 2.05(b); (ii) liens in connection with workers' compensation, unemployment insurance or other social security obligations; (iii) deposits, pledges or liens to secure the performance of bids, tenders, contracts, leases, statutory obligations, surety, customs, appeal, performance and payment bonds and other obligations of like nature arising in the ordinary course of business; (iv) mechanics', workers', carriers', warehousemen's, materialmen's, landlords' or other like liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith and by appropriate proceedings diligently conducted; (v) liens or attachments, judgments or awards with respect to which an appeal or proceeding for review shall be pending or a stay of execution shall have been obtained, and which are otherwise being contested in good faith and by appropriate proceedings diligently conducted; and (vi) liens for taxes, assessments, fees or governmental charges or levies not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted and in each case as to which adequate reserves have been established in accordance with GAAP. (c) All of the Assets are in the possession or control of Seller. (d) The equipment owned or leased by Seller and included among the Assets is structurally sound with no known material defects, is in good and safe operating condition and repair, normal wear and tear excepted, and is adequate for the uses to which it is being put. (e) The Assets, together with the Excluded Assets, include all rights, properties and other assets necessary to permit Seller to conduct its business in the same manner as the B...
Title to and Condition of the Assets. Each member of the SKM Group has good and marketable title to, a valid leasehold interest in, or has the valid and enforceable right to use, all personal property and assets reflected in the Locked Box Date Accounts or acquired by any of them since the date thereof, in each case free and clear of all Encumbrances. Such assets constitute all of the assets necessary for the conduct of business as currently conducted by the members of the SKM Group. The tangible personal property and fixtures of the members of the SKM Group (i) is, as a whole and consistent with its age, in reasonable operating condition and repair, ordinary wear and tear excepted, (ii) has been maintained in all material respects in accordance with generally accepted industry practice, and (iii) is adequate for the uses to which it is being put.
