Title to Purchased Assets; Real Property. (a) The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all of the Purchased
Title to Purchased Assets; Real Property. (a) Seller owns and has good and marketable title to, or a valid and enforceable leasehold or license interest in, the Purchased Assets. None of the Purchased Assets is subject to any Encumbrance.
Title to Purchased Assets; Real Property. (a) The Selling Entities have good and marketable title in all material respects to all of the properties and assets included in the Purchased Assets. The Selling Entities have the power and right to use, transfer, sell, convey, assign and deliver, and shall at Closing transfer, sell convey, assign and deliver to the Buyer, the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances with respect to the Assumed Real Property Lease. The delivery to the Buyer at the Closing of the Transaction Documents, together with the Sale Order, will vest in Buyer good and marketable title in all material respects to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances with respect to the Assumed Real Property Lease.
Title to Purchased Assets; Real Property. (a) Except as set forth on Schedule 4.08(a), the Seller has and at the Closing will transfer to Buyer, good and valid title to all of the Purchased Assets, free and clear of any and all liens (including liens arising under original purchase price conditional or installment sales Contracts and equipment leases with third parties), pledges, charges, claims, security interests, equitable interests, voting trusts, mortgages, deeds of trust, encroachments, options, rights of first offer, rights of first refusal, imperfections of title, restrictions, adverse interests, burdens or other encumbrances, whether consensual, statutory or otherwise (collectively, “Liens”), except for Permitted Liens. Except for Buyer’s rights under this Agreement, no Person has any written or oral agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from the Seller of any of the Purchased Assets, except under purchase orders accepted by the Seller in the Ordinary Course of the Business, consistent with past practice.
Title to Purchased Assets; Real Property. Sellers have good and valid title to all of the Purchased Assets free and clear of Encumbrances, except for Permitted Encumbrances. No Person, other than the Sellers, has any right, title, or interest in or to any of the Purchased Assets. Section 4.09 of the Disclosure Schedules contains a list of all real property leased by any Seller. Sellers do not own any real property.
Title to Purchased Assets; Real Property. (a) Marketable Title. Company has good and marketable fee title or leasehold title (as applicable) to all of the Purchased Assets, and, except as set forth on Schedule 4.12(a), such fee title or leasehold title is free and clear of all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, easements, covenants, conditions, reservations, encroachments, hypothecations, restrictions, rights-of-way, exceptions, limitations, charges, possibilities of reversion, rights of refusal or encumbrances of any nature whatsoever (collectively, “Liens”).
Title to Purchased Assets; Real Property. (a) Seller has good and valid title to, or a valid leasehold interest in, the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances, except as to be paid in full and released at Closing in accordance with Section 2.06. Without limiting the foregoing, Section 3.08(a) of the Disclosure Schedules sets forth a true and correct list of (i) the total EPA Allowances issued to the Business for fiscal year 2024, (ii) the total EPA Allowances already utilized by the Business during the year to date 2024 period as of the Closing Date, and (iii) the remaining issued and unutilized EPA Allowances available to the Business for remaining portion of fiscal year 2024 as of the Closing Date. Seller has good and valid title to the right to receive EPA Allowances with respect to the Business and such right to receive EPA Allowances has not been transferred to any other Person (and, other than this Agreement and the other Transaction Documents, there is no currently in force Contract for the transfer thereof to any Person).
Title to Purchased Assets; Real Property
