Title to and Sufficiency of Assets; Real Property Clause Samples
The "Title to and Sufficiency of Assets; Real Property" clause establishes that the seller has clear ownership of the assets and real property being transferred in a transaction, and that these assets are adequate for the ongoing operation of the business. In practice, this clause typically requires the seller to confirm that they possess good and marketable title to all assets, including real estate, and that there are no undisclosed liens or encumbrances. It also ensures that the assets included are sufficient for the buyer to continue the business as it was previously conducted. The core function of this clause is to protect the buyer by ensuring they receive all necessary and unencumbered assets, thereby reducing the risk of future disputes or operational issues related to asset ownership.
Title to and Sufficiency of Assets; Real Property. (a) Each Group Company has good and valid title to, or a valid leasehold interest in, all personal property and other assets reflected in the 2025 Balance Sheet or acquired after the 2025 Balance Sheet Date that would be required to be reflected on the Company balance sheet prepared in accordance with GAAP, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the 2025 Balance Sheet Date. All such properties and assets (collectively, “Company Property”) are free and clear of Liens, except for the following (collectively referred to as “Permitted Encumbrances”):
(i) those items set forth in Schedule 3.1.11(a);
(ii) Liens with respect to Taxes not yet due and payable;
(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice that are not yet due and payable or are being contested in good faith by appropriate proceedings with respect to which there are adequate reserves and are not, individually or in the aggregate, material to the business of the Group Companies;
(iv) easements, rights of way, zoning ordinances and other similar encumbrances of public record affecting any real property owned by a Group Company which are not violated by a Group Company in any material respect; or
(v) liens arising under or related to conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice.
(b) No Group Company owns, or has ever owned, any real property.
(c) No Group Company is a party to any lease, sublease, license agreement or other occupancy agreement for real property.
(d) After giving effect to the Pre-Closing Reorganization and taking into account the services to be provided under the Transition Services Agreement, (i) the Company Property and Company Leases constitute (together with the Company Owned Intellectual Property) the entirety of the assets, properties and rights which are owned, used or held for use in the operation of the respective businesses of the Group Companies as currently conducted and currently proposed to be conducted, (ii) are sufficient and suitable in all material respects for the operation of the respective businesses of the Group Companies as currently conducted and currently proposed to be conducted, (iii) immediately following the consummation of the Closing, the Group Companies ...
Title to and Sufficiency of Assets; Real Property. (a) Each Genesis Company has sufficient title to all assets, or a valid leasehold interest in, easement or right to use, all of its properties and assets reflected in the Financial Statements and those acquired since the Most Recent Balance Sheet Date (except properties and assets disposed of in the Ordinary Course of Business since the Most Recent Balance Sheet Date), and none of such properties and assets is subject to any Encumbrances other than Permitted Encumbrances and Financing Liens. The properties and assets of the Genesis Companies that are material to operate the Business as currently conducted by the Genesis Companies are in good operating condition, normal wear and tear excepted. Since November 5, 2012, there has not been any significant interruption of the operations of the Business due to inadequate maintenance of the properties and assets of the Genesis Companies. The properties and assets of the Genesis Companies is sufficient for Purchaser to carry on the Business from and after the Closing Date in the same manner as presently carried on by the Genesis Companies.
(b) The Company does not own any real property. Schedule 3.11(b) sets forth a true, correct and complete list of all leases, subleases, licenses or other occupancy agreements under which the Company leases or otherwise occupies real property (each, as the same has been amended, a “Real Property Lease”) and the address of the real property subject to each Real Property Lease (each, a “Leased Real Property”). Prior to the date hereof, Purchaser either has been supplied with, or has been given access to, a true, correct and complete copy of each Real Property Lease, including all amendments, extensions, renewals, guaranties relating to each Real Property Lease, and each Real Property Lease constitutes the entire agreement between the Company, on the one hand, and each landlord, subtenant or sublandlord, on the other hand, with respect to the Leased Real Property. Assuming good title in the respective landlords, subtenants or sublandlords, each Real Property Lease is a valid and binding obligation of the Company, is in full force and effect, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding ...
Title to and Sufficiency of Assets; Real Property. (a) The Company has good and marketable title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in the 2013 Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
Title to and Sufficiency of Assets; Real Property. (a) The Company has good and valid title to, or a valid leasehold or sub-leasehold interest in, all Real Property and tangible personal property and other assets reflected in the Financial Information or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Liens except for Permitted Liens. Except as set forth on Section 3.13(a) of the Disclosure Schedules, as of the Closing Date, the tangible assets and property to which the Acquired Companies will have good and marketable title, or a valid right to use, constitute all of the tangible assets and property owned and primarily used by, essential to or necessary to the Company in the conduct of the Business as such Business is being conducted by the Company.
(b) Section 3.13(b) of the Disclosure Schedules includes a list, as of the date of this Agreement, of all leases and/or subleases for each parcel of Real Property leased or subleased by the Company with respect to the Business (collectively, “Leases”), including the identification of the lessee and lessor thereunder and the address thereof. Neither the Company nor, to Seller’s Knowledge, any other party to any Lease, is in default under any of the Leases, except where the existence of such defaults, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. Seller has made available to Purchasers complete and accurate copies of all Leases.
Title to and Sufficiency of Assets; Real Property. (a) The Company has good and marketable title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in the 2013 Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (ii) those items set forth in Section 3.09(a) of the Disclosure Schedules; (iii) liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures; (iv) landlords’, mechanics’, materialmen’s, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business; (v) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property; (vi)
(1) customer liens and (2) liens pursuant to the clearing arrangements set forth in Section 3.09(a)(v) of the Disclosure Schedules, in each case in the ordinary course of business; -23- PR01/ 1471369.15