Title to Subject Assets. Seller owns as hereinbefore provided, and shall at closing assign, transfer and convey to Buyer all of Vessel Systems, Inc.'s rights to legal and beneficial ownership of all of the Subject Assets free and clear of all liens or encumbrances whatsoever.
Title to Subject Assets. Seller has good and valid title to all of ----------------------- the Subject Assets and the same are freely transferable without the consent of any third party. None of the Subject Assets is subject to any mortgages, pledges, liens, security interests, conditional sale agreements, title restrictions, encumbrances, or rights, titles, and interests of others, and Seller has made no prior sale, assignment, or transfer of any right, title, or interest in and to any of the Subject Assets. All inventory of products included in the Subject Assets is in good working order, is saleable in the ordinary course of business and is not obsolete.
Title to Subject Assets. The Midstream Companies hold title to the Subject Assets free of any Title Defects.
Title to Subject Assets. (i) Section 4.1(d)(i) of the Seller's Disclosure Schedule lists all tangible and intangible personal property material to the Business that is included in the Subject Assets and indicates which of the Acquired Companies or the Seller Parties owns or leases such Subject Asset. As to each Subject Asset shown on Section 4.1(d)(i) of the Seller's Disclosure Schedule as being owned or leased by a particular Acquired Company or Seller Party, such Acquired Company or Seller Party either (a) owns good and transferable title to such Subject Asset or (b) leases such Subject Asset under a valid and enforceable lease. No rights of the Acquired Companies or the Seller Parties under such leases have been assigned or otherwise transferred as security for any obligation of the Acquired Companies or the Seller Parties.
Title to Subject Assets. Seller has good and marketable title to, are the exclusive legal and equitable owners of, and have the unrestricted power and right to sell, assign and deliver the Assets. At the Closing Date, Seller will deliver the Assets free and clear of all Encumbrances of any kind or nature other than Permitted Encumbrances. Upon Closing, Buyer will acquire exclusive, good and marketable title to the Assets or a valid leasehold interest in the RxPA Premises and no restrictions arising out of Seller’s ownership of the Assets or rental of the RxPA Premises will exist with respect to Buyer’s right to resell, license, or sublicense any of the Assets or Assumed Liabilities or engage in the Business in compliance with all laws.
Title to Subject Assets. Except as set forth in Section 2.8 of Seller’s Disclosure Schedule, Seller has good and indefeasible title to the Subject Assets, free and clear of all Encumbrances, except those Encumbrances that secure the Assumed Liabilities.
Title to Subject Assets. Seller has good and valid title to all of the Subject Assets, free and clear of any Lien. No person other than Seller and/or its Affiliates has owned at any time, or had any right, title or interest in at any time, any of the Receivables or Accounts. The Assignment Agreement and the consummation of the transactions contemplated hereby will vest in the Purchaser all right, title and interest of Seller in and to the Subject Assets, free and clear of any Lien.
Title to Subject Assets. Sellers have good and marketable title to, are the exclusive legal and equitable owners of, and have the unrestricted power and right to sell, assign and deliver the Assets. At the Closing, Sellers will deliver the Assets free and clear of all Encumbrances of any kind or nature other than Permitted Encumbrances. Upon Closing, Buyer will acquire exclusive, good and marketable title to the Assets or a valid leasehold interest in the TAG Premises and no restrictions arising out of Sellers’ ownership of the Assets or rental of the TAG Premises will exist with respect to Buyer’s right to resell, license, or sublicense any of the Assets or Assumed Liabilities or engage in the Business (as defined in Section 13.1) in compliance with all laws.
Title to Subject Assets. Except for Liens existing and/or arising under that certain Loan and Security Agreement, dated as of October 2, 1998, between Samuxxx Xxxelers, Inc., as Borrower, and Foothill Capital Corporation, as Agent (the "Samuxxx Xxxn Agreement"), which Liens Seller shall cause to be released on or before the Closing Date, Seller has good and valid title to all of the Subject Assets, free and clear of any Lien. No person other than Seller has owned at any time, or had any right, title or interest in at any time, any of the Receivables or Accounts. The Assignment Agreement and the consummation of the transactions contemplated hereby will vest in the Purchaser all right, title and interest of Seller in and to the Subject Assets, free and clear of any Lien.
Title to Subject Assets. Except as set forth in a schedule attached to this Agreement which references a specific Article, paragraph or clause of this Agreement, Seller (A) is the record and beneficial owner of all of the Subject Assets, (B) has full power, right and authority, and any approval required by Law or any Order, to sell, assign, transfer and deliver the Subject Assets to Purchasers, and (C) has title to the Subject Assets (other than the Coal Leases and Fee Properties) free and clear of all (i) Liens, (ii) authorized or outstanding options, plans, offers, warrants, conversion or exchange rights, calls, Contracts, subscriptions, preemptive rights, or other rights or agreements of similar nature ("Options"), or (iii) other Contracts restricting the right of Seller, or obligating Seller, to transfer or sell any Subject Assets. Except as set forth in a schedule attached to this Agreement which references a specific Article, paragraph or clause of this Agreement, upon the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof, each Purchaser shall acquire title to the Subject Assets (other than the Coal Leases and Fee Properties) being purchased and acquired by it, free and clear of all Liens, Options and Contracts, and such Purchaser shall become the sole record and beneficial owner of such Subject Assets, other than due to Liens, Options and Contracts created or entered into by such Purchaser.
