Title to and Sufficiency of the Assets Sample Clauses

Title to and Sufficiency of the Assets. Except as set forth on Schedule 4.4, Sellers are the owners of and have good and marketable title to all of the Assets free and clear of all liens (including without limitation any lien related to any employee benefits plan), security interests, charges, claims or encumbrances of any nature whatsoever and rights and interest whatsoever of third parties (collectively, “Encumbrances”). The Assets constitute all assets, rights and properties necessary to operate the Business as operated by Sellers prior to the Closing.
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Title to and Sufficiency of the Assets. (a) Sellers have and shall convey to Purchaser at the Closing good and valid title to, or valid leasehold interests in, all of the Purchased Assets, free and clear of all Liens, except for Permitted Liens.
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Title to and Sufficiency of the Assets. Except as disclosed in the Financial Statements and the Disclosure Schedule, Company has good and marketable title to all of the Assets, free and clear of all mortgages, liens, pledges, charges, security interests, easements, licenses, rights of way, options, rights of first refusal, conditions, restrictions or encumbrances of any kind or character, whether or not relating to the extension of credit or the borrowing of money (collectively, "Encumbrances"). The Assets comprise all personal property and rights necessary for the operations of the Company as currently operated. The Company has performed all the obligations required to be performed by it with respect to all Assets leased by it through the Closing Date.
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Title to and Sufficiency of the Assets. After the assignment of the Transferred Intellectual Property to be assigned to J&J pursuant to this Agreement and the Intellectual Property Assignment, except for the services to be provided under the Transition Services Agreement and, the Company will have good and marketable title to (or a valid leasehold interest in (subject to the terms of the applicable lease) or a valid license or right to use, as the case may be) all the assets and property necessary and sufficient to operate the Business as currently conducted, free and clear of all mortgages, options, liens, charges, security interests, leases, covenants, options, rights of first refusal, conditions, agreements, Claims, defenses, restrictions and other encumbrances of every kind (“Liens”) except for the Permitted Liens and any consents required under the Acquired Contracts, and, to Seller’s Knowledge, there exists no restriction on the use or transfer of the assets of the Business, other than the terms of, including any consents required under, the Acquired Contracts. After the assignment of the Transferred Intellectual Property to be assigned to J&J pursuant to this Agreement and the Intellectual Property Assignment, except for the services to be provided under the Transition Services Agreement, upon Closing, the Company will be entitled to the continued possession and use of all of the assets and property necessary and sufficient to operate the Business without interference by Parent, Seller or their respective Subsidiaries and affiliates, and the respective directors, officers, limited liability company managers, employees and agents of any of the foregoing.
Sample 1
Title to and Sufficiency of the Assets. After the assignment of the Transferred Intellectual Property to be assigned to J&J pursuant to this Agreement and the Intellectual Property Assignment, except for the services to be provided under the Transition Services Agreement, sublicenses to Software granted by Parent to J&J and the New Leases, the Group Companies will have good and marketable title to (or a valid leasehold interest in (subject to the terms of the applicable lease) or a valid license or right to use, as the case may be) all the assets and property necessary and sufficient to operate the Business as currently conducted, free and clear of all mortgages, options, liens, charges, security interests, leases, covenants, options, rights of first refusal, conditions, agreements, Claims, defenses, restrictions and other encumbrances of every kind (“Liens”) except for the Permitted Liens and any consents required under Acquired Contracts, and, to Seller’s Knowledge, there exists no restriction on the use or transfer of the assets of the Business, other than the terms of, including any consents required under, the Acquired Contracts. After the assignment of the Transferred Intellectual Property to be assigned to J&J pursuant to this Agreement and the Intellectual Property Assignment, except for the services to be provided under the Transition Services Agreement, sublicenses to Software granted by Parent to J&J and the New Leases, upon Closing, the Group Companies will be entitled to the continued possession and use of all of the assets and property necessary and sufficient to operate the Business without interference by Parent, Seller or their respective Subsidiaries and affiliates, and the respective directors, officers, limited liability company managers, employees and agents of any of the foregoing (but subject to the Taverns Agreement).
Sample 1
Title to and Sufficiency of the Assets. Seller has and shall convey to Purchaser at the Closing good, valid, transferable and marketable title to all of the Assets, free and clear of all Encumbrances, except for Permitted Encumbrances. The Assets, together with the Excluded Assets, represent substantially all of the assets used in the operation of the Business as conducted prior to the Closing Date.
Sample 1

Related to Title to and Sufficiency of the Assets

  • Title to and Sufficiency of Assets Each Target Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests, (c) Liens specifically identified on the balance sheet as of the Interim Balance Sheet Date included in the Company Financials and (d) Liens set forth on Schedule 4.17. The assets (including Intellectual Property rights and contractual rights) of the Target Companies constitute all of the material assets, rights and properties that are currently used in the operation of the businesses of the Target Companies as it is now conducted or that are used or held by the Target Companies for use in the operation of the businesses of the Target Companies, and taken together, are adequate and sufficient for the operation of the businesses of the Target Companies as currently conducted.

  • Title to the Assets The Purchased Assets are owned by the Vendor with a good and valid title, free and clear of any and all encumbrances.

  • Condition and Sufficiency of Assets The buildings, plants, structures, and equipment of the Acquired Companies 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, structures, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The building, plants, structures, and equipment of the Acquired Companies are sufficient for the continued conduct of the Acquired Companies' businesses after the Closing in substantially the same manner as conducted prior to the Closing.

  • Sufficiency of Purchased Assets The Purchased Assets include all right, title and interest of Seller in and to all assets, properties and rights of Seller or necessary for or used in the operation of Seller's business, other than the Excluded Assets.

  • Title to Assets; Sufficiency of Assets (a) GFI and the Subsidiaries of GFI have good and valid title to, or valid leasehold interests in, and immediately following the consummation of the Transactions and after giving effect thereto, the CME Retained Subsidiaries will have good and valid title to, or valid leasehold interests in or valid right to use, all material assets, properties and rights of the Trayport Business and the FENICS Business, free and clear of Liens other than Permitted Liens.

  • 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 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 Property and Encumbrances The Company has good and valid title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not in the aggregate constitute a Company Material Adverse Effect.

  • 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 Property; Liens The Borrower has good and marketable title to all property purported to be owned by it subject to no Liens other than Permitted Liens.

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