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.
(b) As of the Closing Date, the Assets set forth on Schedule 2.4 constitute all of the assets which have been delivered to the Facility under the Xxxxx Agreement and the De Smet Agreement.
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) Other than the Branch Leases.
(i) Except for the Permitted Encumbrances set forth in Section 2.1, 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.
(ii) WITH RESPECT TO THE REAL PROPERTY, BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE SET FORTH HEREIN, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS,
(iii) Notwithstanding anything in this Section 3.5(a) and to Seller’s Knowledge, there is no event or condition with respect to the Real Property that would materially impair the Buyer’s use and enjoyment of the Real Property.
Title to and Condition of the Assets. ETSI has good title to the Assets, free and clear of any claims, charges, equities, liens (including tax liens), security interests and encumbrances except for (a) liens for taxes and assessments not yet due and payable, (b) liens listed on Schedule 7.02, and (c) minor imperfections of title and liens, security interests and encumbrances which, individually and in the aggregate, do not affect the value of or impair the use of the Assets as currently utilized (collectively, "Permitted Liens"). ETSI has full right, power, capacity and authority to sell, transfer, assign, convey and deliver good title to the Assets to Lydall as provided in this Agreement, and delivery on the Closing Date will convey to Lydall good title to the Assets, free and clear of any claims, charges, equities, liens (including tax liens), security interests and 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) 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. (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.
(ii) A complete listing of all material assets owned or leased by DEPLC (other than Excluded Assets) is set forth in Exhibit B. As of the Closing, all of the tangible DEPLC Assets will be in DEPLC LLC's possession and control or subject to valid and existing Contracts. DEPLC owns all of the DEPLC Assets free and clear of all Liens except the Permitted Encumbrances and, as of the Closing, DEPLC LLC will own all of the DEPLC Assets, free and clear of all Liens except the Permitted Encumbrances.
(iii) A complete listing of all material assets owned or leased by LSI (other than Excluded Assets) is set forth in Exhibit F. As of the Closing, all of the tangible LSI Assets will be in LSI LLC's possession and control or subject to valid and existing Contracts. LSI owns all of the LSI Assets free and clear of all Liens except the Permitted Encumbrances and, as of the Closing, LSI LLC will own all of the LSI Assets, free and clear of all Liens except the Permitted Encumbrances.
(b) As of the Closing, and except for the Excluded Assets and assets sold in the ordinary course of business, all of the assets utilized by DETTCO in its business operations will have been transferred by it to DETTCO LLC; all of the assets utilized by DEPLC in its business operations will have been transferred by it to DEPLC LLC; and all of the assets utilized by LSI in its business operations will have been transferred by it to LSI LLC.
(c) Except as would not have a Material Adverse Effect, as of Closing, all of the pipelines, plants and fixtures comprising a part of the Assets will be located on lands owned in fee by, or covered by a lease, easement, license or right-of-way agreement owned by, one of the LLCs and which leases, easements, licenses or rights-of-way agreements are in full force and effect and to the extent material, are listed on the respective lists of the Assets of the LLCs in Exhibits B, C and F. Except as would not have a Material Adverse Effect, all real property and real prop...
Title to and Condition of the Assets. Except with respect to the Assets set forth on Schedule 3.6 that are subject to a pledge made to the Federal Home Loan Bank of Chicago, which Assets shall be released from such pledge prior to Closing, 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. Except as expressly provided herein, Seller makes no representations or warranties regarding the condition of the Assets and Buyer takes the Assets "AS IS."
Title to and Condition of the Assets. Schedule 3(i) is a true and correct list of all of the assets, by category, currently owned by the Company (the “Assets”). The Company has good and marketable title to the Assets, which Assets are properly reflected in the Financial Statements of Greenscape. The Assets are not subject to any mortgage, pledge, lien, security interest, conditional sale agreement, option license, encumbrance or charge. The Company owns or leases all tangible assets necessary for the conduct of its business as currently conducted. The Assets are currently in good operating condition and repair (subject to normal wear and tear) and are suitable for the purposes for which they are currently used. All current inventory of the Company is of merchantable quality and saleable in the ordinary course of the Company’s business.
