Title to Conveyed Assets Sample Clauses

Title to Conveyed Assets. Immediately prior to the transfer of the Conveyed Assets pursuant to this Agreement, the Lender (A) is the true and lawful owner of the Conveyed Assets and has the legal right to transfer the Conveyed Assets, (B) has good and valid title to the Conveyed Assets and the Conveyed Assets are on such date free and clear of all Liens and (C) will convey good, valid and indefeasible title to the Conveyed Assets to the Depositor under this Agreement.
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Title to Conveyed Assets. Subject only to Permitted Encumbrances and Scheduled Encumbrances, Ashland and each Asset Selling Corporation has good title to or, in the case of leased Tangible Personal Property, Fleet Vehicles Leases or the Leased Real Property set forth on Schedule 5.8(b)(i), valid leasehold interests in, all its material Conveyed Assets (other than Intellectual Property Rights, which are the subject of Section 5.10).
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Title to Conveyed Assets. As of the Closing Date, immediately prior to Closing:
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Title to Conveyed Assets. Except for Permitted Encumbrances, a E&C Group Member has good title to, or in the case of Leased Real Property or leased Tangible Personal Property has valid leasehold interests in, all Conveyed Assets (whether real, personal, tangible or intangible) reflected on the Balance Sheets or acquired after February 29, 2012, except for properties and assets sold since February 29, 2012 in the ordinary course of business consistent with past practices (other than Business Intellectual Property Rights, which are the subject of Section 4.11).
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Related to Title to Conveyed Assets

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • 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.

  • Title to Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Title to Company Assets Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and the Sole Member shall not have any ownership interest in such Company assets or any portion thereof.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Title to Property The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Title to Purchased Shares The Purchased Shares are owned by the Vendors as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances.

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