Common use of Title to Assets; Encumbrances Clause in Contracts

Title to Assets; Encumbrances. Seller owns good and transferable title to all of the Assets, free and clear of any Encumbrances other than permitted encumbrances described in Schedule 3.6 (the “Permitted Encumbrances”) and those Encumbrances described in Schedule 3.6 which shall be subject to a Secured Creditor Confirmation Letter from the relevant secured creditor delivered at Closing. At Closing, Seller will warrant to Buyer that subject to the foregoing all Assets shall be free and clear of all Encumbrances other than Permitted Encumbrances.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Birks Group Inc.)

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Title to Assets; Encumbrances. Seller owns good and transferable title to all of the Assets, purchased Assets free and clear of any Encumbrances other than permitted encumbrances those described in Schedule 3.6 3.5 (which schedule shall be delivered during the Due Diligence Period) (the "Permitted Encumbrances") and those Encumbrances described in Schedule 3.6 which shall be subject the obligations under the Assumed Liabilities Escrow. Seller warrants to a Secured Creditor Confirmation Letter from Buyer that, at the relevant secured creditor delivered at Closing. At time of Closing, Seller will warrant to Buyer that subject to the foregoing all other Assets shall be free and clear of all Encumbrances other than Permitted Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ram Venture Holdings Corp)

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Title to Assets; Encumbrances. Seller owns good and transferable title to all of the Assets, Assets free and clear of any Encumbrances other than permitted encumbrances those described in Schedule 3.6 3.9 ("Encumbrances"). Seller warrants to Buyer that, at the “Permitted Encumbrances”) and those Encumbrances described in Schedule 3.6 which shall be subject to a Secured Creditor Confirmation Letter from the relevant secured creditor delivered at Closing. At time of Closing, Seller will warrant to Buyer that subject to the foregoing all other Assets shall be free and clear of all Encumbrances other than those identified on Schedule 3.9 as acceptable to Buyer ("Permitted Encumbrances").

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zaldiva Inc)

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