Title to Assets; Liens and Encumbrances. Seller will convey to Purchaser good and marketable title to the Acquired Assets, free and clear of all security interests, liens, claims, restrictions, equities and encumbrances whatsoever.
Title to Assets; Liens and Encumbrances. Except as set forth in Schedule 7.2(b) hereof, Dura Bermuda has good title to the Keftab Products and any inventions, know-how, trade secrets, intellectual property rights and technology necessary to assign, transfer and deliver the Keftab Rights, and Dura Bermuda has the right to grant the rights to the Keftab Products to DJ Pharma as set forth herein, free and clear of all security interests, liens, claims, restrictions, royalty obligations and encumbrances whatsoever other than any of the foregoing which will not interfere with DJ Pharma's rights to manufacture or have manufactured, market, distribute, offer for sale and sell the Keftab Products. In connection with Dura's security interest with respect to the Keftab Products pursuant to the terms of the Dura Bermuda Security Agreement (as defined in Schedule 7.2(b) hereof), Dura hereby covenants that should Dura exercise its rights at any time during the Licensing Period with respect to its security interest in the Keftab Products under the Dura Bermuda Security Agreement, Dura shall assume all of Dura Bermuda's obligations to DJ Pharma with respect to the Keftab Products under this Agreement. Notwithstanding the foregoing, Dura hereby covenants that should the Keftab Rights be transferred to DJ Pharma pursant to Section 1.4 hereof, and if as of such time Dura has not exercised its rights under the Dura Bermuda Security Agreement with respect to the Keftab Products, Dura shall as of the Second Closing release its security interest under the Dura Bermuda Security Agreement with respect to the Keftab Products. Such rights licensed, assigned, delivered or transferred to DJ Pharma under this Agreement and the Assignment (at Second Closing) represent all of the rights which Dura Bermuda owns or has with respect to the Keftab Products and constitute all of the rights necessary for DJ Pharma to market, promote, distribute, offer for sale, and sell each of the Keftab Products. Dura Bermuda has the right to grant the rights to the Keftab Rights under the Assignment (by Second Closing) and to the Keftab Trademark and as set forth under the Licensing Agreement.
Title to Assets; Liens and Encumbrances. Seller will convey to Purchaser good and marketable title to the Acquired Assets, free and clear of all security interests, liens, claims, restrictions, equities and encumbrances whatsoever, other than as set forth on Schedule 4.2 attached hereto. Except as set forth in Schedule 4.2, all of the tangible Acquired Assets are in good working order and condition, ordinary wear and tear excepted.
Title to Assets; Liens and Encumbrances. The Assets are the only assets, properties, rights, and interests used by Seller in connection with the Business. The Assets to be conveyed to Buyer under this Agreement constitute all of the assets, properties, rights, and interests necessary to conduct the Business in substantially the same manner as conducted by Seller prior to the date of this Agreement. All of the Assets used in connection with the operation of the Business (including the assets reflected on the Seller Balance Sheet) are in good operating condition and repair, subject to normal wear and tear consistent with the age of the properties or assets, and are adequate and sufficient for the uses to which they are put in the Business. None of the Assets have any material known defects or are in need of maintenance or repair, except for ordinary, routine maintenance and repairs which are not material in nature or cost. Seller has good, marketable, and exclusive title to, and the valid and enforceable power and unqualified right to use and transfer to Buyer, each of the Assets. All of the Assets, including leases, are free and clear of all liens, pledges, claims, security interests, restrictions, mortgages, tenancies, and other possessory interests, conditional sale or other title retention agreements, assessments, easements, rights of way, covenants, restrictions, rights of first refusal, defects in title, encroachments and other burdens, options, or encumbrances of any kind (collectively, "Liens") except Permitted Encumbrances. At the Closing, all of the Assets shall be free and clear of all Liens other than Permitted Encumbrances.
Title to Assets; Liens and Encumbrances. On the Closing Date, the Sellers shall have good and marketable title to and be the sole owners of (or have valid and enforceable leases for) the Purchased Assets, as applicable. All of such tangible personal property included the Purchased Assets is being sold “as-is” “where-is” and with all faults, if any.
Title to Assets; Liens and Encumbrances. Each Company is the owner of, and has good and marketable title to, or a valid leasehold interest in, or has the legally enforceable right to use in its Business, all of the assets, properties and rights currently used in the operation of the Business of such Company, free and clear of all Liens except for the Liens, if any, set forth on the Balance Sheets or on Part 3.9 of the Disclosure Letter. The assets, properties and rights referred to in the preceding sentence include, without limitation, all assets, properties, rights and Business of each Company and are shown or reflected on the Balance Sheet of such Company or were acquired by such Company since the Balance Sheet Date. Each Company owns or has the legally enforceable right to use in its Business all of the assets used by it in the operation and conduct of its Business, or required by it for the normal conduct of its Business. All material properties and assets reflected in the Balance Sheets are free and clear of all Liens and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheets as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheets (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Company; (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto; (iii) normal easements and restrictions that do not interfere with the current and intended future use of the real estate of any of the Companies; and (iv) matters disclosed on any title reports, title commitments or surveys attached to the Disclosure Letter. All buil...
Title to Assets; Liens and Encumbrances. On the Closing Date and simultaneously with the Closing, there shall not be any Liens on the Shares, the Topsville Shares or the JGSL Shares. Except as set forth in SCHEDULE 4.1, and except for the Leased Property, as to which it holds valid leasehold interest, each of MNNI and Topsville owns good and exclusive title to all of its assets, free and clear of any and all Liens of any nature whatsoever. Except as set forth in SCHEDULE 4.2, and except for the JGSL Leased Property, as to which it holds valid leasehold interest, JGSL owns good and exclusive title to all of its assets, free and clear of any and all Liens of any nature whatsoever. As provided in Exhibit "E" {the "Factoring Assignment"), Capital will assign to Buyer both the Factoring Agreement and Liens that it has upon MNNI's, Topsville's and JGSL's assets no later than the Closing.
Title to Assets; Liens and Encumbrances. (a) Welkin is the owner of, and has good and marketable title to, free and clear of all security interests, mortgages, pledges, liens, claims, restrictions, equities, easements, rights-of-way, rights of first refusal and any other encumbrances and charges whatsoever, or is the lessee of, all of its respective property and assets, except for the Permitted Liens (as hereinafter defined) and except as set forth on Schedule 2.17(a), Assets, Liens and Encumbrances of Welkin hereto. Welkin owns or leases all of the assets used by it in the operation and conduct of its business or required by Welkin for the normal conduct of its business. "Permitted Liens" shall mean:
Title to Assets; Liens and Encumbrances. APT is the owner of, and has good and marketable title to, all of the Apstar IIR Assets, free and clear of all Liens except for the Liens set forth on Schedule 6.3 hereto which shall have been terminated as of the Closing Date.
Title to Assets; Liens and Encumbrances. Rent-It is the owner --------------------------------------- of, and has good and marketable title to, or a valid leasehold interest in, or has the legally enforceable right to use in its Business, all of the assets, properties and rights currently used in the operation of the Business of Rent- It, free and clear of all Liens except for the Liens, if any, set forth on the Balance Sheet or on Schedule 3.9 hereto. The assets, properties and rights referred to in the preceding sentence include, without limitation, all assets, properties, rights and Business of Rent-It shown or reflected on the Balance Sheet or acquired by Rent-It since the Balance Sheet Date. Rent-It owns or has the legally enforceable right to use in its Business all of the assets used by it in the operation and conduct of its Business, or required by it for the normal conduct of its Business, except for those assets leased under leases specifically identified on Schedule 3.11 or 3.12 hereto.
