Title to Purchased Assets and Related Matters. The Sellers have good and valid title to all of the Purchased Assets, free and clear of all Encumbrances, except those described on Schedule 3.7. Except as set forth in Schedule 3.7, the Purchased Assets (including, without limitation, the Material Contracts) and the Leased Premises (as defined in Section 3.8 below) include all properties and assets (real, personal and mixed, tangible and intangible, and all leases, licenses and other agreements) utilized by the Sellers in carrying on their business in the ordinary course. Except as set forth on Schedule 3.7, the Purchased Assets (i) are in the exclusive possession and control of the Sellers and no person or entity other than the Sellers are entitled to possession of any portion of the Purchased Assets; and (ii) do not include any contracts for future services, prepaid items or deferred charges the full value or benefit of which will not be usable by or transferable to the Buyer, or any goodwill, organizational expense or other similar intangible asset.
Title to Purchased Assets and Related Matters. The Seller has good and marketable title to, valid leasehold interests in or valid licenses to use, all of the Purchased Assets, free from any Encumbrances except those specified in SCHEDULE 4.6. The use of the Purchased Assets is not subject to any Encumbrances (other than those specified in the preceding sentence), and, to the knowledge of Seller, such use does not encroach on the property or rights of any Person. All Real Property and tangible personal property (other than Inventory) included in the Purchased Assets are suitable for the purposes for which they are used, in good working condition, reasonable wear and tear excepted, and are free from any known defects. The Purchased Assets constitute all of the assets and services required for the continued operation of the Business by the Buyer as operated by the Seller during the past 12 months. The Purchased Assets, taken as a whole, constitute all the properties and assets relating to or used or held for use in connection with the Business during the past 12 months (except for Inventory sold, cash disposed of, Accounts Receivable collected, prepaid expenses realized, Contracts fully performed, properties or assets replaced by equivalent or superior assets, in each case in the ordinary course of business and the Excluded Assets). Except for the Excluded Assets, there are no assets or properties used in the operation of the Business that are owned by any Person other than the Seller that will not be licensed or leased to the Buyer under valid, current license arrangements or leases.
Title to Purchased Assets and Related Matters. Except for Permitted Encumbrances, the Sellers own good and transferable title to all Purchased Assets free and clear of all Encumbrances.
Title to Purchased Assets and Related Matters. Seller has good and marketable title to all of the Purchased Assets, free from any Encumbrances except those specified in Schedule 3.4; and upon consummation of the transactions contemplated hereby, good and marketable title to the Purchased Assets will be vested in Buyer. The use of the Purchased Assets is not subject to any Encumbrances (other than those specified in the preceding sentence). The Purchased Assets constitute all of the assets necessary used by Seller exclusively in the operation of the Business. There are no outstanding agreements, confinements or Encumbrances inconsistent with the provisions of this Agreement, whether or not entered into by Seller or any of its predecessors in interest with respect to the Business or the Purchased Assets or otherwise.
Title to Purchased Assets and Related Matters. (a) Except for the Assets identified on Schedule 5.10(a), the Purchased Assets constitute all Assets that are necessary for the operation of the Facilities and the conduct of the Business in the manner currently operated and conducted by the Sellers.
(b) Each of the Sellers has, and at the Closing Purchaser will receive, good and marketable title to all of the Purchased Assets identified on Schedule 1.1 as owned by such Seller, and the Purchased Assets are free and clear of all Encumbrances, except for Permitted Encumbrances existing on the date hereof described on Schedule 5.10(b) and except with respect to those Purchased Assets that constitute Purchased Real Property as to which Section 10.3 shall apply. There are no outstanding rights, options, agreements or other commitments giving any Person any current or future right to require any Seller or, following the Closing Date, Purchaser, to sell or transfer to such Person or to any third Person any interest in any Seller or in any of the Purchased Assets, including any Facility. All of the Purchased Assets which are material to the conduct of the Business at any Facility are in good operating condition and repair (normal wear and tear excepted) and are suitable for the uses for which they are used or intended to be used in the Business and the operation of the Facilities.
(c) The tangible Purchased Assets are located in the States and at the addresses set forth on Schedule 5.10(c).
Title to Purchased Assets and Related Matters. Except as set forth in --------------------------------------------- the Disclosure Letter, the Seller has valid (good and marketable with respect to the Real Property owned by the Seller) title to, valid leasehold interests in or valid licenses to use, all of the Purchased Assets, in each case, free from any Encumbrances. Except as set forth in the Disclosure Letter, the Purchased Assets are all in the possession or under the control of the Seller and consist of all of the material assets of the Seller that are exclusively employed and required by the Seller in connection with the Business as it is now being operated. The tangible personal property included in the Purchased Assets is in all material respects (a) in good working condition and reasonable repair, subject to normal wear and tear, (b) usable in the ordinary course of business and (c) in conformity with all applicable Laws relating to its use and operation. Upon the consummation of the Transactions, the Buyer will receive valid title (good and marketable with respect to the Real Property), in each case free and clear of all Encumbrances.
Title to Purchased Assets and Related Matters. Except as otherwise set forth on Schedule 4.11, Seller has good and marketable title to, valid leasehold interest in or valid licenses to use, as applicable, all the Purchased Assets, free from any Encumbrances (other than Permitted Encumbrances). The use of the Purchased Assets is not subject to any Encumbrances (other than Permitted Encumbrances), and such use does not encroach on the property or the rights of any Person.
Title to Purchased Assets and Related Matters. (a) Except as set forth on Schedule 3.6(a) of the Disclosure Schedule, Seller has good and marketable title to each of the Purchased Assets and the valid and enforceable right to receive and/or use each of the Purchased Assets free and clear of all Encumbrances (except for Permitted Encumbrances). The delivery to Buyer of the instruments of transfer of ownership contemplated by this Agreement will, at the Closing, vest good and marketable title to, or the valid and enforceable right to receive and/or use, each such Purchased Asset in Buyer, free and clear of all Encumbrances (except for Permitted Encumbrances), except as set forth on Schedule 3.6(a) of the Disclosure Schedule. Other than for sales or licenses of Inventory in the Ordinary Course of Business, neither Seller nor any of the Selling Subsidiaries have entered into any Contract with respect to the sale or other disposition of any of the Purchased Assets.
(b) With the exception of the assets set forth on Schedule 3.6(b) of the Disclosure Schedule, the Purchased Assets comprise all of the assets, properties and rights currently used to conduct the Business and are sufficient to conduct the Business from and after the Closing in the Ordinary Course of Business as presently conducted by Seller and the Selling Subsidiaries.
Title to Purchased Assets and Related Matters. (a) Except as set forth in Section 5.8 of the Seller Disclosure Schedule, Sellers at the Closing will have, and will transfer to Purchaser, good and marketable title in each of the Purchased Assets that are tangible in nature, or a valid leasehold interest, free and clear of all Encumbrances, except for Permitted Encumbrances. Except as set forth in Section 5.8 of the Seller Disclosure Schedule, the Purchased Assets and the rights conveyed to Purchaser under this Agreement, including the Licensed Requisite Rights and the Assigned Contracts, and the Related Documents, including the provision of materials and services under the Transition Services Agreement and the Leases, constitute the Assets used in the U.S. Business that together are sufficient for the conduct of the U.S. Business immediately following the Closing in substantially the same manner as currently conducted.
(b) All of the Purchased Assets are in good operating condition and repair considering their respective years in service (except for normal wear and tear and taking into account the intermittent nature of the use of certain equipment that shall not be held to a condition and repair of full-time use) and are suitable for the uses for which they are used in the U.S. Business.
Title to Purchased Assets and Related Matters. Seller has good, valid and marketable title to the Purchased Assets, and all such Purchased Assets are held free and clear of Liens except for the Permitted Liens; provided, however, notwithstanding the foregoing, the Seller makes no representation or warranty, express or implied, with respect to (i) the Seller's rights in the name "DLB Systems," or (ii) the Seller's ability to transfer (A) those agreements set forth in Section 4.13 for which the required consents (as set forth on Schedule 4.4) have not been obtained as of the Closing Date, or (B) the Xxxxxx Agreements. Subject to the foregoing, the instruments of transfer to be executed by Seller at the Closing will be effective to transfer to Purchaser good and marketable title to, and assign to Purchaser all of Seller's right, title and interest in and to, the Purchased Assets.
