Title to Tangible Property. Except as otherwise set forth in or contemplated by the Registration Statement and Prospectus, the Company has good and marketable title to all items of personal property owned by the Company, free and clear of any security interest, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company, and any real property and buildings held under lease by the Company are held under valid, subsisting and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such property and buildings by the Company.
Title to Tangible Property. WWC shall obtain good and marketable title to all of the tangible property included in the Purchased Assets, including all Documentation and related business records of Asyst, free and clear of all title defects, liens, restrictions, claims, charges, security interests or other encumbrances of any nature whatsoever, including any mortgages, leases, chattel mortgages, conditional sales contracts, collateral security arrangements or other title or interest retention arrangements.
Title to Tangible Property. Except for assets disposed of in the ordinary course of business, the Company and the Subsidiaries have good and marketable title to each item of equipment and other tangible personal property reflected on the Balance Sheet as owned by the Company and the Subsidiaries, free and clear of all Encumbrances, except for Permitted Encumbrances.
Title to Tangible Property. Purchaser at Closing shall obtain good and marketable title to all of the tangible Assets (i.e., the Equipment, Inventory, Office Furniture, and Business Records), free and clear of all title defects, liens, restrictions, claims, charges, security interests, or other encumbrances of any nature whatsoever, including any mortgages, leases (except for the Leases disclosed in Schedule 1(a)(vii)), chattel mortgages, conditional sales contracts, collateral security arrangements, or other title or interest retention arrangements.
Title to Tangible Property. (a) A Selling Entity has good and valid title to, or a valid leasehold interest in or license to, all of the tangible Purchased Assets, free and clear of any Liens (other than Permitted Liens).
(b) Except in each case as would not reasonably be expected to be material to the Business, or as set forth on Section 4.05(b) of the Disclosure Letter, all tangible Purchased Assets (i) have been maintained in accordance with the ordinary course policies, procedures and standards of the Business, and are not the subject of any deferred maintenance or deferred capital expenditures and (ii) are in normal operating condition and repair, ordinary course wear and tear excepted.
Title to Tangible Property. (a) The Company has good and valid title to, or a valid leasehold interest in, all the tangible properties and assets which it purports to own or lease, including all the tangible properties and assets reflected on balance sheets included in or incorporated by reference in the Company Reports filed with the SEC and publicly available prior to the date of this Agreement.
(b) All tangible properties and assets reflected in the balance sheets included in or incorporated by reference in the Company Reports filed with the SEC are held free and clear of all Encumbrances, except for Encumbrances reflected on such balance sheets, Encumbrances for current Taxes not yet due and other Encumbrances that do not and will not materially impair the use or value of the property or assets subject thereto.
(c) The machinery, equipment, furniture, fixtures and other tangible personal property and assets owned, leased or used by the Company are sufficient to carry on its business in all material respects as conducted as of the date of this Agreement, and the Company is in possession of and has good title to, or valid leasehold interests in or valid rights under contract to use, all machinery, equipment, furniture, fixtures and other tangible personal property and assets that are material to the business of the Company, free and clear of all Encumbrances, except for Encumbrances that do not and will not materially impair the use or value of such property and assets.
Title to Tangible Property. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each of the Company and its Subsidiaries has good and valid title to, or a valid leasehold interest in, all the tangible properties and assets which it purports to own or lease, including all the tangible properties and assets reflected on consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules).
(b) All tangible properties and assets reflected therein are held free and clear of all Encumbrances, except for Encumbrances reflected on consolidated balance sheets included in or incorporated by reference into the Company Reports or that are otherwise not material to the Company or any of its Subsidiaries.
Title to Tangible Property. Except for assets disposed of in the Ordinary Course of Business, as permitted by Section 5.01 or as contemplated by any Transaction Agreement, since March 31, 2010, each of the Companies and the Transferred Subsidiaries has, and immediately following the Closing Date, will continue to have, good and marketable title to, or a valid leasehold interest in, all of the material assets and properties used by it (whether real, personal or mixed, or whether tangible or intangible) that are reflected in the Ancillary Financial Statements as owned or leased by it or acquired or leased by it after March 31, 2010 or located on its premises, free and clear of all Liens, except for Permitted Liens (other than FRBNY Liens and Liens in favor of Permitted Parties).
Title to Tangible Property. Seller has good and marketable title to all of the tangible Assets free and clear of all material Liens whatsoever, except for the Leases disclosed in Schedule 1.1.6 and Permitted Liens.
Title to Tangible Property. Except as otherwise set forth in or contemplated by the Registration Statement and Prospectus, the Company and each of its subsidiaries has good and marketable title to all items of personal property owned by the Company and each such subsidiary, free and clear of any security interest, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or its subsidiaries, and any real property and buildings held under lease by the Company and its subsidiaries are held under valid, subsisting and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such property and buildings by the Company and its subsidiaries.
