Title to Other Assets. As of the Closing, Sellers shall own and hold good and valid title or leasehold interests, as the case may be, to all of the tangible Assets other than the Real Property, and at the Closing Sellers will assign and convey to Buyers such title or leasehold interests, as the case may be, to all of such Assets, subject only to the Permitted Encumbrances and the Assumed Liabilities.
Title to Other Assets. Subject to Bankruptcy Court approval, at the Closing Seller will convey to Acquiror title to the Assets other than the Real Property, free and clear of all Liens except for Permitted Liens.
Title to Other Assets. As of the Closing, the Seller Entities shall own and hold good and valid title or leasehold interests, as the case may be, to all of the tangible Assets other than the Real Property, and at the Closing the Seller Entities will assign and convey to the Buyer Entities such title or leasehold interests, as the case may be, to all of such Assets, free and clear of all Encumbrances other than the Permitted Encumbrances, the Assumed Liabilities and, with respect to the Partial Subsidiaries, the matters described on Schedule 3.27.
Title to Other Assets. As of the Closing, Sellers shall own and hold good and valid title or leasehold interests, as the case may be, to all of the tangible Assets other than the Real Property, and at the Closing, Sellers will assign and convey to Buyers such title or leasehold interests, as the case may be, to all of such Assets, free and clear of any and all claims, security interests, liens, pledges, charges, escrows, options, proxies, rights of first refusal, preemptive 25 rights, mortgages, deeds of trust, easements, hypothecations, title retention agreements, indentures, security agreements, transfer restrictions or other similar encumbrances of any kind (collectively, “Liens”) other than the Permitted Encumbrances, the Assumed Liabilities.
Title to Other Assets. As of the Closing, the Seller Entities shall own and hold good and valid title or leasehold interests, as the case may be, to all of the tangible Assets other than the Real Property, and at the Closing, the Seller Entities will assign and convey to Buyer such title or leasehold interests, as the case may be, to all of such Assets, subject only to the Permitted Encumbrances and the Assumed Liabilities. Except for the Excluded Assets, the Assets constitute in the aggregate all of the assets, interests, rights and property necessary for or used in connection with the ownership, development and operation of the Facilities as currently conducted.
Title to Other Assets. The Company and each Subsidiary holds good title to all Personal Property, free and clear of all Encumbrances other than those Encumbrances securing the Existing Financing.
Title to Other Assets. At Closing, title to any Permits, Warranties, and the Plans and Specifications shall be free and clear of all liens, encumbrances and security interests of any nature.
Title to Other Assets. Each Target has good and marketable title to, or a valid leasehold interest in, the properties and assets used by it, located on its premises, or identified to the Buyer or acquired after the date thereof, free and clear of all Security Interests.
Title to Other Assets. Each of the Sellers has good and marketable title to all of the material Assets owned by it (other than the Owned Real Property, which is addressed in Section 3.08) and has valid and subsisting leasehold interests in all Assets leased by it (other than the Leased Real Property, which is addressed in Section 3.08), in each case free and clear of all Encumbrances, other than Permitted Encumbrances and any other Encumbrances identified in Schedule 3.09 hereto. All leases of material properties or assets included in the Assets (other than the Leases covering the Leased Real Property, which are addressed in Section 3.08) are valid, subsisting and effective in accordance with their respective terms. Upon the sale, conveyance, transfer, assignment and delivery of the Assets (other than the Real Property, which is addressed in Section 3.08) in accordance with this Agreement, the Purchaser will acquire good and marketable title thereto, free and clear of all Encumbrances, other than Permitted Encumbrances.
Title to Other Assets. Except for the Real Property and Leased --------------------- Real Property (as to which a separate warranty is set forth in Paragraph 4.2.15, above), and except for the Intellectual Properties (as to which a separate warranty is set forth in Paragraph 4.2.6, above), and except for the assets of the Distribution Business (as to which the Company makes no warranties in this Paragraph 4.2.16), the Company has title to all of its owned assets, in each case, free and clear of all mortgages, liens, security interests, pledges, charges or encumbrances of any nature whatsoever, except for Permitted Liens. To the extent the leases governing the Company's leased property are in effect, the Company has the right to use such leased property in accordance with the terms of the applicable lease.
