Title to Assets; Condition Sample Clauses

Title to Assets; Condition. (a) The Business Contribution Member owns beneficially and of record, and has good and marketable title to, the Assets, free and clear of any Encumbrances. For purposes of this Agreement, the term "Encumbrances" shall mean restrictions, conditions, covenants, liens, easements, charges, encroachments or any other matter affecting fee simple title (other than the Assumed Liabilities).

Title to Assets; Condition. Except as set forth in Section 3.9 of the Disclosure Schedule, each Seller has good and marketable title in, to and under the Purchased Assets to be sold by it hereunder, free and clear of all Encumbrances. Except as otherwise set forth in Section 3.9 of the Disclosure Schedule, no Person other than the Sellers has any right, title or interest in or to any of the Purchased Assets. As of the Closing, the Buyer will have good and valid title to all of the Purchased Assets, free and clear of all Encumbrances, except as otherwise set forth in Section 3.9 of the Disclosure Schedule. To the Knowledge of the Sellers, the Purchased Assets are free from material defects (patent and latent), have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear) and are suitable for the purposes for which they are now used.

Title to Assets; Condition. The Seller owns good title to all real property included in the Assets, and owns good title or (in the case of leases and contractual rights) a valid and subsisting contractual right to its interest in, all of the other assets included in the Assets, free and clear of all Encumbrances, except for (1) Permitted Encumbrances, and (2) the Encumbrances disclosed in SCHEDULE 4(b). The tangible assets included in the Assets are in good operating condition and repair, ordinary wear and tear excepted, and are suitable for the use for which such assets are currently used. Except as set forth in Schedule 4(b) and except for the Excluded Assets, the Assets include all assets or rights used primarily by the Seller in connection with the business and operations conducted with the Assets.

Title to Assets; Condition. (a) Seller has good and marketable title to all of the Assets, free and clear of all Encumbrances, except for Permitted Encumbrances and except as set forth in Schedule 5.13(a) (which scheduled Encumbrances will be discharged at or prior to the Closing Date). Upon delivery to Buyer on the Closing Date of the instruments of transfer contemplated by Section 4.2, Seller will thereby transfer to Buyer good and marketable title to the Assets, subject to no Encumbrances except for Permitted Encumbrances. (b) To the Knowledge of Seller, all of the fixed assets listed on Schedule 1.1(b) included in the Assets are in reasonably good operating condition and repair. (c) Except for the Excluded Assets and the leased assets listed on Schedule 5.13(c), the Assets comprise all of the assets, properties, contracts, leases and rights necessary for Buyer to operate the Business in substantially the manner operated by Seller prior to the Closing. (d) Except as set forth on Schedule 5.13(d), all of the Assets are located on the Real Property and, other than the Excluded Assets and the leased assets listed on Schedule 5.13(c), all of the assets located on the Real Property are owned by Seller and included in the Assets. (e) Notwithstanding anything to the contrary contained in this Section 5.13, Seller makes no representation or warranty regarding whether sanctions historically granted with respect to the Business will be granted for any events to be held after the Closing Date.

Title to Assets; Condition. Except as set forth in Section 5.5(a) of the Disclosure Schedule, Sellers have good and valid title to all of the Purchased Assets, free and clear of all Encumbrances, except Permitted Liens and claims of third parties arising under the Assigned Contracts based on, related to or in connection with circumstances occurring prior to the Closing Date, which the parties acknowledge and agree are Excluded Liabilities. All Encumbrances set forth or required to be set forth in Section 5.5(a) of the Disclosure Schedule shall be terminated or released at or prior to Closing at the expense of Sellers (including as contemplated by Section 3.2(a)). Upon delivery to Purchaser on the Closing Date of the General Assignment and Xxxx of Sale and the Assumption Agreement and the Joint Contract Assumption Agreement, Sellers shall thereby transfer to Purchaser good and valid title to the Purchased Assets, free and clear of all Encumbrances except for Permitted Liens and claims of third parties arising under the Assigned Contracts based on, related to or in connection with circumstances occurring prior to the Closing Date, which the parties acknowledge and agree are Excluded Liabilities.

Title to Assets; Condition. (a) The Company has good, valid and marketable title to all of the personal property constituting the Company Assets, free and clear of all Encumbrances, other than ad valorem taxes not yet due and payable and Encumbrances on Schedule 3.03(a) which will be released at or prior to Closing except as otherwise specified on Schedule 3.03(a). There is no material asset used in, related to or necessary for the operations of the Company Businesses which is not included in the Company Assets or licensed or leased to the Company pursuant to one of the Company Assigned Contracts. Upon consummation of the Subject Transactions, Purchaser will have good, valid and marketable title to all of the personal property constituting the Company Assets, free and clear of all Encumbrances except as otherwise specified on Schedule 3.03(a), other than ad valorem taxes not yet due and payable and Encumbrances arising out of its operation of the Acquired Businesses from and after the Closing. (b) The Subsidiary has good, valid and marketable title to all of the personal property constituting the Subsidiary Assets, free and clear of all Encumbrances, other than ad valorem taxes not yet due and payable and Encumbrances on Schedule 3.03(b) which will be released at or prior to Closing except as otherwise specified on Schedule 3.03(b). There is no material asset used in, related to or necessary for the operations of the Subsidiary Business which is not included in the Subsidiary Assets or licensed or leased to the Subsidiary pursuant to one of the Subsidiary Assigned Contracts. Upon consummation of the Subject Transactions, Purchaser will have good, valid and marketable title to all of the personal property constituting the Subsidiary Assets, free and clear of all Encumbrances except as otherwise specified on Schedule 3.03(a), other than ad valorem taxes not yet due and payable and Encumbrances arising out of its operation of the Subsidiary Business. (c) All of the tangible assets forming a part of the assets (excluding Inventory which is covered by the representation and warranty set forth in SECTION 3.31) are set forth on EXHIBITS C-1, C-2, C-3 AND C-4 and: (i) are generally and materially in good operating condition and repair, normal wear and tear excepted; (ii) are suitable for the purpose used for by the Sellers; (iii) are adequate and sufficient for all current operations of the Acquired Businesses; (iv) conform in all material respects with all applicable Legal Requirements; and...

Title to Assets; Condition. 2.6.1 Sunset has good record title to, or a valid leasehold interest in, all of the Assets. None of the Assets is subject to any mortgage, pledge, lien, security interest or other encumbrance. The Inventory consists of items of a quantity and quality usable or saleable in the normal course of business of Sunset. All plant, equipment and personal property owned by Sunset and related to the Acquired Business are in good operating condition and repair. The Assets are in a condition sufficient to enable CACI to conduct operations with respect to the Acquired Business as currently being conducted. No written notice has been received by Sunset from any insurance company that has issued a policy with respect to any of the Assets or from any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies or requesting the performance of any repairs, alterations or other work relating to the Assets. 2.6.2 EXHIBIT 1.1.10 sets forth a true, correct and complete list as of the date hereof of all leases, and all amendments, modifications and supplemental agreements thereto, of real property related to the Acquired Business to which Sunset is a party and which are being assigned to CASub (the "Leases"). True, correct and complete copies of the Leases have been delivered by Sunset to CACI. Except for such matters, if any, which, together, do not and will not have a material adverse effect upon the Assets to be transferred or the Acquired Business, the Leases grant leasehold estates free and clear of all mortgages, liens, claims, charges, security interests, encumbrances or other restrictions or limitations whatsoever granted by or caused by the actions of Sunset, and Sunset enjoys a right of quiet possession as against any lien or other encumbrance on the property. The Leases are in full force and effect, are binding and enforceable against each of the parties thereto in accordance with their respective terms and have not been modified or amended since the date of delivery to CACI. No party to any Lease has sent written notice to the other claiming that such party is in default thereunder, which remains uncured. There has not occurred any event that would constitute a breach of or default in the performance of any material covenant, agreement or condition contained in any Lease, nor has there occurred any event that with the passage of time or the giving of notice or both would constitute such a breach or material default. Sun...

Title to Assets; Condition. (a) The Company has good and valid title to its respective assets and properties free and clear of any Encumbrances, other than and subject to Permitted Encumbrances. (b) The assets and properties owned, leased or licensed by the Company comprise all of the assets and properties that are necessary to permit the Company to conduct the Business as currently conducted, and there are no other assets or properties that are material to the operation of the Business as currently conducted. (c) All of the Property, Plant and Equipment and any other tangible assets (i) have been maintained in a commercially reasonable manner and are in good operating condition and repair, ordinary wear and tear excepted, (ii) to the knowledge of the Sellers, are structurally sound and free of defects (latent and patent), (iii) capable in all material respects of performing the functions for which such Property, Plant and Equipment are currently and normally used by the Business, and (iv) are suitable and adequate in all material respects for continued use in the manner in which they are presently being used and adequate to meet the requirements of the Business.

Title to Assets; Condition. (a) Immediately prior to or at the Closing, the Seller will have, and, upon delivery to the Purchaser on the Closing Date of the instruments of transfer contemplated by Section 3.2, and subject to the terms of the Sale Order, the Seller will thereby transfer to the Purchaser, good and valid title to, or valid leasehold interests in, all of the Purchased Assets, free and clear of all Encumbrances, except (i) for the Assumed Liabilities and (ii) for Permitted Encumbrances. The Purchased Assets include all material tangible and intangible assets used to conduct the Business as conducted by the Seller on the date hereof, other than the Excluded Assets. (b) Immediately prior to or at the Closing, subject to the terms of the Sale Order, the Acquired Subsidiaries will have good and valid title to, or valid leasehold interests in, all of their properties and assets, in each case free and clear of all Encumbrances, except (i) for the Assumed Liabilities and (ii) for Permitted Encumbrances.

Title to Assets; Condition. (a) The Company and its Subsidiaries have good and valid title to, or a valid leasehold interest or license in, all of the real properties and tangible assets located on their premises or used in the conduct of their business as currently conducted, including all the properties and assets reflected on the Most Recent Balance Sheet, free and clear of all Liens except (i) as set forth on Section 3.09 in the Disclosure Schedule, (ii) Permitted Liens and (iii) tangible properties and assets that have been sold or otherwise disposed of by the Company and its Subsidiaries in the ordinary course of business since the date of the Most Recent Balance Sheet (and, from and after the date of this Agreement, in compliance with the terms of this Agreement). (b) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property owned by the Company and each of its Subsidiaries or leased by the Company and each of its Subsidiaries (i) are in all material respects in good operating condition and repair (ordinary wear and tear excepted), (ii) are suitable in all material respects for the purposes for which they are presently used by the Company and such Subsidiary, (iii) are free from any defects (except for such defects that do not materially interfere with the use thereof in the conduct of the normal operations of the Company and such Subsidiary), (iv) are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost and (v) have been maintained and repaired in all material respects in the ordinary course of business. (c) The assets (tangible and intangible, other than Intellectual Property Rights, which are the subject of Section 3.12) owned, leased by or licensed to the Company and its Subsidiaries together constitute in all material respects all of the assets, rights and properties (tangible and intangible, other than Intellectual Property Rights, which are the subject of Section 3.12) and facilities necessary for the operation of the business of the Company and its Subsidiaries as presently operated and as operated during the twelve (12) month period immediately preceding the date hereof, in each case, in the ordinary course of business of the Company and its Subsidiaries.