Title to and Sufficiency of Purchased Assets. (a) Seller owns, leases or has the legal right to use all of the Purchased Assets. Seller has good, valid and marketable title to all the Purchased Assets free and clear of all Encumbrances other than Permitted Encumbrances.
Title to and Sufficiency of Purchased Assets. (a) Except as set forth in Schedule 3.14(a)(i), Seller and its Subsidiaries, as applicable, have good and marketable title to, or valid leasehold interests in, all material Purchased Assets free and clear of all Liens except for Permitted Liens. Except as set forth in Schedule 3.14(a)(ii), each Purchased Subsidiary has good and marketable title to, or valid leasehold interests in, all material assets and properties of such Purchased Subsidiary (other than the Non-Business Assets), in each case free and clear of all Liens except for Permitted Liens.
Title to and Sufficiency of Purchased Assets. (1) Subject to the receipt of any Third Party Consents in connection therewith, the sale and delivery to Buyer of the Purchased Assets pursuant to the provisions of this Agreement will transfer to Buyer good and marketable title to the respective assets (or, as to any leased property, a valid leasehold interest), free and clear of any Liens (other than (A) Liens that were Previously Disclosed; (B) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business and Liens for Taxes that are not due and payable or that may thereafter be paid without penalty; and (C) Liens created by Buyer (collectively, "Permitted Liens"). Other than persons having an interest in Permitted Liens that have been Previously Disclosed, no person other than Sellers and the Selling Subsidiaries has any interest in (i) any of the Purchased Assets transferred to Buyer hereunder (provided that this representation and warranty does not apply to Acquired Intellectual Property, Acquired Intellectual Property Licenses and leases of real or personal property) or (ii) Sellers' leasehold interest in any leases of real or personal property included in the Purchased Assets transferred to Buyer hereunder.
Title to and Sufficiency of Purchased Assets. (a) The Purchased Assets are held by Sellers as set forth in Section 3.12(a) of the Seller Disclosure Letter. Sellers have good title to all Purchased Assets. No Purchased Asset is subject to any Lien other than Permitted Liens and Liens under Seller Parent’s existing credit facility that will be released in connection with the Closing. WCCL is party to all of the Existing Agreements except for guarantees entered into by Affiliates of WCCL for the benefit of Sellers or their Affiliates. Except pursuant to this Agreement, WCCL has not assigned, in full or in part, sublicensed or transferred any of the Existing Agreements or any rights, liabilities or obligations thereunder, or entered into any commitment, understanding, arrangement or any other agreement regarding the foregoing.
Title to and Sufficiency of Purchased Assets. (a) Seller has good and marketable title to, or a valid leasehold interest in, the Purchased Assets, free and clear of all Liens (except for (i) Permitted Liens or (ii) as set forth in Schedule 4.6(a) of the Disclosure Schedules). Seller will transfer to Buyer at Closing, and immediately after the Closing Buyer will have, good and marketable title to, or a valid leasehold interest in, all of the Purchased Assets, free and clear of all Liens (except Permitted Liens).
Title to and Sufficiency of Purchased Assets. Sellers have good and valid title to, or valid leasehold interests in, all of the Purchased Assets, free and clear of all Encumbrances (other than Permitted Encumbrances) and, at the Closing, subject to the Sale Order and obtaining any Transfer Consent, Sellers will transfer, convey and assign good and valid title to, or valid leasehold interests in, the Purchased Assets (including record and beneficial ownership of the Purchased Shares) free and clear of all Encumbrances (other than Permitted Encumbrances). The Purchased Assets collectively with the Excluded Assets described in Section 2.03(c), Section 2.03(g) and Section 2.03(j) constitute all of the material assets, properties and rights held for use or necessary to operate and conduct the Business in the Ordinary Course.
Title to and Sufficiency of Purchased Assets. (a) Seller and its Subsidiaries, in the aggregate, have good title to, or valid leasehold or license interests in, all Purchased Assets used or held for use in the operation of the Business as currently conducted, free and clear of all Liens except for Permitted Liens. Each Purchased Company has good title to, or valid leasehold or license interests in, all assets and properties of such Purchased Company used or held for use in the operation of the Business as currently conducted, in each case free and clear of all Liens except for Permitted Liens.
Title to and Sufficiency of Purchased Assets. (a) The sale and delivery to Purchaser of the Purchased Assets pursuant to the provisions of this Agreement will transfer to Purchaser good and marketable title to the respective assets (or, as to any leased property, a valid leasehold interest), free and clear of any Liens (other than Liens listed in Section 4.5(a) of the Disclosure Schedule or Liens created by the Purchaser). Except for the Liens that are listed in Section 4.5(a) of the Disclosure Schedule, no Person other than Seller with respect to the Purchased Assets has any interest in (i) any of the Purchased Assets (other than Leases, Leased Premises or Personal Property Leases) transferred to Purchaser hereunder or (ii) Seller's leasehold interest in any Leases, Leased Premises or Personal Property Leases included in the Purchased Assets transferred to Purchaser hereunder.
Title to and Sufficiency of Purchased Assets. Sellers have good and valid title to, or valid leasehold interests in, all of the Purchased Assets, free and clear of all Encumbrances (other than Permitted Encumbrances) and, at the Closing, subject to the Sale Order and any other applicable Order of the Bankruptcy Court, and subject to Section 2.05, Sellers will transfer, convey and assign good and valid title to, or valid leasehold interests in, the Purchased Assets (including record and beneficial ownership of the Purchased Shares) free and clear of all Encumbrances (other than Permitted Encumbrances). Except (a) as set forth on Section 3.05 of the Disclosure Schedules and (b) for the exclusion of the Excluded Assets, and subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of all Purchased Contracts in accordance with applicable Law (including satisfaction of all applicable Cure Costs), the Purchased Assets, together with the assets of the Purchased Entities, constitute all of the material assets, properties and rights held for use or necessary to operate and conduct the Business in all material respects in the Ordinary Course. Except as set forth on Section 3.05 of the Disclosure Schedules, neither Portal Acquisition Company nor 317047 B.C. Ltd, each as Subsidiary of the Company, hold any assets, properties or rights, either individually or in the aggregate, that are material to the operation of the Business.
Title to and Sufficiency of Purchased Assets. Seller or, in the case of the UK Shares, Sequa UK owns all of the properties, rights, interest and assets included within the Purchased Assets and Seller and the UK Company own all of the assets (whether real, personal or mixed and whether tangible or intangible), properties, rights and interest that they purport to own, including, in each case, all of the properties and assets reflected in the 2002 Balance Sheet (to the extent such exist as of the date of this Agreement and continue to the Closing) free and clear of all Liens, other than Permitted Liens. Neither Seller nor the UK Company, in connection with its conduct of the Business, has purchased or otherwise acquired or sold or otherwise disposed of any material properties or material assets (other than inventory in the ordinary course of the Business consistent with past practice) since the date of the 2002 Balance Sheet. The Purchased Assets and the assets owned by the UK Company, together with the Other Agreements and the Excluded Assets and the Excluded UK Assets, constitute all of the assets, properties, agreements, licenses, rights and properties which are necessary to enable Purchaser to conduct the Business after the Closing in substantially the same manner as the Business has been conducted prior to the Closing.
