Title to Purchased Assets; Sufficiency of Assets. (a) Sellers have, and at the applicable Staged Closing Date will have, good and valid title to, or a valid and binding leasehold interest, right, or license in, the Acquired Assets, free and clear of any Encumbrance (except for Permitted Encumbrances, excluding on the applicable Staged Closing Date, those contemplated by Section 7.2(f) to be removed). Except as set forth on Schedule 3.4(a), Sellers have the full right to sell, convey, transfer, assign and deliver the Acquired Assets to Buyers, and, at and as of the applicable Staged Closing Date, Sellers will sell, convey, transfer, assign and deliver the Acquired Assets to Buyers by instruments of sale, conveyance, transfer and assignment effective to vest in Buyers, and Buyers shall have, good and valid title to, or a valid and binding leasehold interest, right, or license in, all of the Acquired Assets, free and clear of all Encumbrances (except for Permitted Encumbrances, excluding on the applicable Staged Closing Date, those contemplated by Section 7.2(f)).
Title to Purchased Assets; Sufficiency of Assets. Seller has, and at the Closing will have, good and valid title to, or a valid and binding leasehold interest or license in, the Purchased Assets, free and clear of any Encumbrance except for Permitted Encumbrances. Except as provided in Schedule 3.4, the rights in the Purchased Assets to be conveyed hereby and by the Collateral Agreements (but excluding any Purchased Assets not conveyed in accordance with the terms hereof), together with the rights afforded to Buyer under the Transition Services Agreement are, taken as a whole, sufficient to operate the Purchased Assets immediately after the Closing in substantially the same manner as they are presently being operated by Seller.
Title to Purchased Assets; Sufficiency of Assets. The Seller Parties own valid title, free and clear of all Liens, to all of the personal property and assets and all intangible personal property and assets included within the Purchased Assets (other than Proprietary Rights held pursuant to a license), except for Liens for current Taxes not yet due and payable and Liens in favor of Buyer. Except as disclosed on Schedule 3.5 of the Disclosure Schedules, at the Closing, the Seller Parties will convey valid title to the Purchased Assets, free and clear of all Liens.
Title to Purchased Assets; Sufficiency of Assets. Except as disclosed on Schedule 5.13(a) of Sellers Disclosure Schedule, Sellers have good title to, or, with respect to leasehold interests, a valid leasehold interest in, the Purchased Assets and the Assumed Leases, as the case may be, free and clear of all Encumbrances, except for Permitted Encumbrances. Subject to any required consents, Sellers have the power and right to sell, assign, transfer and deliver to Purchaser the Purchased Assets and the Assumed Leases. Except for the Excluded Assets, the Employees and the Transition Services, the Purchased Assets constitute all of the assets, properties and rights related to the Business and necessary for the continued operation of the Business in substantially the same manner as operated by Sellers prior to the Closing. Schedule 5.13(b) of Sellers Disclosure Schedule, to be delivered not later than ten (10) days after the date of this Agreement, identifies all of the Equipment as of the date of such delivery. All property that is the subject of the Vehicle and Equipment Leases have been maintained in accordance with (i) the terms and conditions of the applicable Vehicle and Equipment Leases, (ii) Sellers’ policies and procedures with respect to the Business and (iii) generally accepted industry standards prevailing as of the date hereof and no written notice of a material violation of an Applicable Law has been received with respect to the condition of any such property as of the date hereof. The Equipment is in good operating condition, maintenance and repair in accordance with industry standards taking into account the age thereof and ordinary wear and tear excepted.
Title to Purchased Assets; Sufficiency of Assets. Seller has, and at the Closing will have, good and valid title to, or a valid and binding leasehold interest or license in, the Purchased Assets, free and clear of any Encumbrance except for Permitted Encumbrances. Except for (1) Excluded Assets referred to in Sections 2.2(a), (b), (c), (e), (g), (h), (i), (j) and (k) and (2) services excluded from the scope of services to be provided to Buyer under the Transition Services Agreement and assets related thereto, including any billing, financial and other accounting services, the rights in the Purchased Assets to be conveyed hereby and by the Collateral Agreements (but excluding any Purchased Assets not conveyed in accordance with the terms hereof), together with the rights afforded to Buyer under the Transition Services Agreement and License Agreement are, taken as a whole, sufficient to operate the Business immediately after the Closing in substantially the same manner as it is presently being operated by Seller.
Title to Purchased Assets; Sufficiency of Assets. Except as disclosed on Schedule 5.15 of Sellers Disclosure Schedule, Sellers have good title to, or, with respect to leasehold interests, a valid leasehold interest in the Purchased Assets and the Assumed Leases, as the case may be, free and clear of all Encumbrances, except for Permitted Encumbrances and such imperfections of title, liens, covenants, restrictions and easements that would not, individually or in the aggregate, materially detract from the value of the properties or assets subject thereto and do not interfere with the present and continued use of such property or assets or the operation of the Business. Sellers have the power and right to sell, assign, transfer and deliver to Purchaser the Purchased Assets and the Assumed Leases, except with respect to such items that would not, individually or in the aggregate, materially detract from the value of the properties or assets subject thereto and do not interfere with the present and continued use of such property or assets or the operation of the Business. The Ancillary Documents, Bxxx of Sale, Instrument of Assumption, and any other deeds, endorsements, assignments and other instruments to be executed and delivered to Purchaser by Sellers at the Closing, will be the valid and binding obligations of Sellers enforceable in accordance with their terms. The Purchased Assets (taken together with the Interim Services Agreement) are sufficient to conduct the Business as it is presently conducted by Sellers. Schedule 5.15 identifies the location of all tangible personal property included in the Purchased Assets.
Title to Purchased Assets; Sufficiency of Assets. (a) Except as set forth on Section 2.05 of the Disclosure Letter, each Seller has good and valid title to, all of the Purchased Assets free and clear of all Liens, except for Permitted Liens. The delivery to Buyer of the Xxxx of Sale and the Assignment and Assumption Agreement and other instruments of assignment, conveyance and transfer pursuant to this Agreement and the Transaction Documents will transfer to Buyer good and valid title to all of the Purchased Assets, free and clear of all Liens, other than Permitted Liens. Notwithstanding the foregoing, this Section 2.05 does not address and will not be construed as a representation or warranty regarding any Business Intellectual Property or any other Intellectual Property matters, which are addressed solely in Section 2.10.
Title to Purchased Assets; Sufficiency of Assets. The US Seller has good, valid and marketable title, legal right or license to use, or a valid leasehold interest in all the US Purchased Assets free and clear of all Encumbrances, except Permitted Encumbrances. The US Purchased Assets, together with the Canadian Purchased Assets and the services and assets to be provided to the Purchaser under the Ancillary Agreements (subject to the terms and conditions thereof) are adequate in all material respects to conduct the Business as currently conducted. All of the Purchased Assets located in the United States are held by the US Seller. All of the Purchased Assets located in Canada are held by the Canadian Seller.
Title to Purchased Assets; Sufficiency of Assets. (a) Except as set forth on Schedule 4.2(a) of the Disclosure Schedules, Sellers have good and valid title to, or, as applicable, a valid leasehold interest in, and the valid and enforceable power and right to use, the Purchased Assets, in each case, free and clear of all Liens (other than Permitted Liens). At the Closing (or, with respect to any Delayed Asset or Delayed Liability, when the applicable consent, approval or waiver has been obtained as provided in Section 6.11), Purchaser will obtain from Sellers good and valid title to, or, as applicable, a valid leasehold interest in, and the valid and enforceable power and right to use, the Purchased Assets, in each case, free and clear of all Liens (other than Permitted Liens).
Title to Purchased Assets; Sufficiency of Assets. The Seller has good, valid and exclusive title to, and the valid and enforceable power and full right to use and transfer to the Buyer, the Purchased Assets, and the Purchased Assets are free and clear of all Liens of any kind or nature whatsoever, except as disclosed on Schedule 4.9. The delivery by the Seller to the Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest in the Buyer good, valid and exclusive title to the Purchased Assets, free and clear of all Liens of any kind or nature whatsoever, except as disclosed on Schedule 4.9. The Purchased Assets constitute all rights, title, interests and other assets, tangible and intangible, that are owned or leased in connection with the Business or used, usable or intended for use in connection with the Business. The Purchased Assets are in good working condition and repair and are adequate and sufficient to conduct the Business as it is currently conducted and has been conducted by the Seller prior to the date hereof. None of the Excluded Assets has been used or is necessary to operate the Business in the manner in which it is currently conducted or has been conducted by the Seller prior to the date hereof. None of the Members or any other Person (other than the Seller) owns or licenses, or has any interest in, any asset, property, real or personal, tangible or intangible (including any domain names, websites or other Intellectual Property) that is used, usable or intended for use in connection with the Business. The Seller does not conduct, and has never conducted, any business other than the Business.
