TITLE TO ASSETS AND CONDITION Sample Clauses

TITLE TO ASSETS AND CONDITION. Seller owns outright and has good and valid title to the Assets. The Assets are not subject to any claims, liens, mortgages, charges or other encumbrances of any kind, except for the following ("Permitted Liens"): (a) liens for taxes, assessments, governmental charges and liens not yet due and payable; (b) liens imposed by any federal, state or local statute, rule, ordinance, regulation, rule, code, order or requirement, such as materialmen's, mechanics, carriers, workmen's and repairmen's liens and other similar liens arising by operation of law, which will not have a material adverse effect on the Assets taken as a whole; and (c) liens upon any equipment purchased or leased by Seller which are created directly in connection with such purchase or lease to secure payment of the purchase price or lease obligation, all of which are set forth on Schedule 2.3. Seller is not in violation of any regulation, ordinance, law, order or other requirement relating to any of its property, real or personal, connected with or related to the Assets or the Business which would have a material adverse effect on the Assets or the Business taken as a whole. To Seller's knowledge after due inquiry, there are no changes in any such regulation, ordinance, law, order or other requirement affecting any such property pending or threatened or under consideration, which would prohibit Buyer from continuing the present use of such property or from using such property for the purpose for which it was acquired, or which might curtail the present use of such property.
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TITLE TO ASSETS AND CONDITION. OF ASSETS Company has good and marketable title to, or holds by valid and enforceable agreement of lease or license, all of the assets owned, leased, rented, licensed, used or otherwise held by Company, and such assets are free and clear of any restrictions or conditions to transfer or assignment and are free and clear of all liens, mortgages, easements, rights of way, pledges, encumbrances, agreements, charges, claims, security interests, equities, taxes, conditions enforceable by any third party, covenants, conditions or restrictions, except:
Sample 1
TITLE TO ASSETS AND CONDITION. Except as described in this Agreement, Seller holds good and marketable title to the Assets, free and clear of restrictions on or conditions to transfer or assignment, and free and clear of liens, pledges, charges or encumbrances, except for liens that will be terminated on the Closing Date. Seller warrants that all the Accounts Receivable are bona fide accounts receivable generated in the ordinary course of the Business . Buyer is purchasing the Assets "as is" and "where is", Seller is making no representation or warranty concerning the condition of the Assets, including, without limitation warranties of merchantability or fitness for a particular purpose.
Sample 1
TITLE TO ASSETS AND CONDITION. The Seller holds good and marketable title to the Assets, free and clear of restrictions on or conditions to transfer or assignment, and free and clear of liens, pledges, charges, or encumbrances, other than the Webbank lien on computers and related equipment. To the extent transferable, Seller shall transfer to Purchaser all manufacturers and other warranties on the Assets. To the extent that any such warranties are non-transferable, Seller agrees, in good faith, work with Purchaser to the extent possible to make the benefits of such non-transferable warranties available to the Purchaser.
Sample 1
TITLE TO ASSETS AND CONDITION. The Seller holds good and marketable title to the Assets, free and clear of restrictions on or conditions to transfer or assignment, and free and clear of liens, pledges, charges, or encumbrances. The Seller has obtained and will present on the Closing Date, the necessary UCC-3 Termination Statements and/or releases of security interest in the Assets from those financial institutions or entities which retain a security interest in the Assets. The Assets are in good condition and repair, reasonable wear and tear excepted, and usable or salable in the ordinary course of business consistent with past practices. The Assets are not in need of repair or replacement other than as part of routine maintenance in the ordinary course of business. To the extent transferable, Seller shall transfer to Purchaser all manufacturers and other warranties on the Assets. To the extent that any such warranties are non-transferable, Seller agrees, in good faith, work with Purchaser to the extent possible to make the benefits of such non-transferable warranties available to the Purchaser.
Sample 1
TITLE TO ASSETS AND CONDITION. The investor owns outright and has good and valid title to the Assets. The Assets are not subject to any claims, liens, mortgages, charges or other encumbrances of any kind, except for the following ("Permitted Liens"): (a) liens for taxes, assessments, governmental charges and liens not yet due and payable; (b) liens imposed by any federal, state or local statute, rule, ordinance, regulation, rule, code, order or requirement, such as materialmen's, mechanics, carriers, workmen's and repairmen's liens and other similar liens arising by operation of law, which will not have a material adverse effect on the Assets taken as a whole; and (c) liens upon any equipment purchased or leased by the investor which are created directly in connection with such purchase or lease to secure payment of the purchase price or lease obligation, all of which are set forth on Schedule 2.3. The investor is not in violation of any regulation, ordinance, law, order or other requirement relating to any of its property, real or personal, connected with or related to the Assets or the investor's business. There are no changes in any such regulation, ordinance, law, order or other requirement affecting any such property pending or, to the best knowledge of the investor, threatened or under consideration, which might prohibit the Company from continuing the present use of such property or from using such property for the purpose for which it was acquired, or which might curtail the present use of such property.
Sample 1

Related to TITLE TO ASSETS AND CONDITION

  • Title to Assets and Properties Except as set forth in Section 4.6 of the Disclosure Schedule, the Companies and their Subsidiaries have good and marketable title to, or valid leasehold interests in, their assets and properties sufficient to operate such properties and to conduct their businesses as currently conducted, except for (a) the Permitted Encumbrances (as defined below) and (b) other defects in such titles, or any easements, restrictive covenants or similar encumbrances that have not had and would not reasonably be expected to be materially adverse to the Companies and their Subsidiaries and their respective assets. For purposes of this Agreement, “Permitted Encumbrances” mean: (i) encumbrances for assessments, taxes, water, sewer and other similar charges not yet delinquent or that either Company or any of their Subsidiaries is contesting in good faith through appropriate proceedings; provided that adequate reserves have been established with respect thereto; (ii) easements or reservations thereof, rights of way, highway and railroad crossings, sewers, electric and other utility lines, telegraph and telephone lines, zoning, building code and other covenants, conditions and restrictions as to the use of the Real Property that do not affect or interfere in an material way with the use of such Real Property by the Companies and their Subsidiaries; (iii) encumbrances listed on Section 4.6 of the Disclosure Schedule; (iv) liens securing the claims of materialmen, landlords and others provided payment is not yet delinquent; (v) any leases, subleases or licenses listed on Section 4.6 of the Disclosure Schedule; (vi) all encumbrances relating to liens securing borrowed money to be released at or prior to the Closing, all of which are listed on Section 4.6 of the Disclosure Schedule; (vii) any and all matters and encumbrances (including, without limitation, fee mortgages or ground leases) affecting the leased real property of the Companies or their Subsidiaries, not created or granted by the Companies or their Subsidiaries, but only to the extent that such matters and encumbrances (1) do not materially interfere with the right of the Companies or their Subsidiaries to use any of the leased real property, or (2) are not Known to Seller (it being understood that reasonable investigation for purposes of this clause (vii) will not require GEC or Seller to conduct title searches with respect to such real property); and (viii) any subordination or attornment agreement between either of the Companies or any of their Subsidiaries and the lender for any of the landlords of either of the Companies or any of their Subsidiaries, all of which are listed on Section 4.6 of the Disclosure Schedule.

  • Title to Assets; Real Property (a) The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Audited 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 consistent with past practice 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 Assets The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

  • Title to Assets; Liens Unless specifically licensed or leased to the Company, title to the assets of the Company, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Members, individually or collectively, shall have any ownership interest in such assets or any portion thereof or any right of partition. The Company shall be permitted to create, incur, assume or permit to exist Liens on any assets (including Equity Interests or other securities of any Person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof.

  • Title to Assets; No Encumbrances Each of the Loan Parties and its Subsidiaries has (a) good, sufficient and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.

  • Title to Assets; Encumbrances Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances. Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all encumbrances.

  • Good title to assets It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

  • Real Property; Title to Assets (a) The Company does not own any real property.

  • Title to and Condition of Assets Seller has good and marketable title to (or, with respect to any Assets that are leased, a valid leasehold interest in) all of the Assets to be acquired by TJC at the Closing, free from any liens, adverse claims, security interest, rights of other parties or like encumbrances of any nature. The Assets consisting of physical property are in good condition and working order, normal wear and tear excepted, and function properly for their intended uses.

  • 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.

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