Title to the Purchased Assets Sample Clauses
Title to the Purchased Assets. (a) Seller has good and marketable title to all of the Purchased Assets, free and clear of all Liens except those Liens disclosed on Schedule 5.3(a) attached hereto.
(b) Immediately following the Closing, Purchaser shall have sufficient title in and to the Purchased Assets to operate and conduct the Business in the same fashion as Seller was conducting the Business in the ordinary course prior to the Closing Date.
Title to the Purchased Assets. Seller, or its Affiliates, owns and has good and valid title to, or valid contract rights in, as applicable, the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances.
Title to the Purchased Assets. (a) Fee simple title to the Real Property shall be conveyed to Buyer at Closing by a receiver’s deed (“Receiver’s Deed”).
(b) Title to the Personal Property shall be conveyed to Buyer at Closing by a receiver’s xxxx of sale (“Receiver’s Xxxx of Sale”).
Title to the Purchased Assets. Except for Liens created by or through Buyer or any of its Affiliates, the Purchased Assets are owned by or otherwise will be made available as of the Closing (or the applicable Subsequent Closing or Distribution Center Closing) to Seller free and clear of all Liens (other than Permitted Liens) and Seller and its Affiliates will have good, valid and marketable title to all Purchased Assets.
Title to the Purchased Assets. Seller is, or as of the Sale Date or any Subsequent Sale Date, as applicable, shall be, the sole and lawful owner of all right, title and interest in and to the Purchased Assets sold on the Sale Date or any such Subsequent Sale Date in accordance with Applicable Requirements, is responsible for the maintenance of the Related Escrow Accounts and Custodial Accounts, and has, or as of the Sale Date or any Subsequent Sale Date, as applicable, shall have, the sole right and authority, subject to any required Servicing Agreement Consents or otherwise, to transfer the Purchased Assets sold on the Sale Date or any such Subsequent Sale Date, including the rights to reimbursement for related Advances paid for by Purchaser as contemplated hereby. The transfer, assignment and delivery of the Purchased Assets, including the rights to reimbursement for Advances paid for by Purchaser and of the Related Escrow Accounts and Custodial Accounts, as applicable, shall vest in Purchaser all rights to the Purchased Assets in accordance with Applicable Requirements, free and clear of any and all claims, charges, defenses, offsets and encumbrances of any kind or nature whatsoever.
Title to the Purchased Assets. Sellers have valid title to all of the Purchased Assets that are owned by Sellers free and clear of all Liens except for Permitted Liens. Sellers have a valid leasehold interest or valid rights to use all of the other Purchased Assets, except where the failure to have a valid leasehold interest or valid rights have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Title to the Purchased Assets. The Company and its Affiliates, together, own or, in the case of the Acquired Leases, have valid leasehold interests in all of the tangible personal property included in the Purchased Assets and good, valid and marketable title to, or a valid leasehold interest in, or a valid license to use, all of the tangible personal property included in the Purchased Assets, in each case free and clear of all Liens, other than Permitted Liens.
Title to the Purchased Assets. It (i) owns its Purchased Assets free and clear of any Encumbrances arising by, through or under it, except for Permitted Encumbrances; and (ii) except for Permitted Encumbrances, to the Knowledge of Seller, there are no outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any other party to acquire an interest in its Mining Property, and it has not granted any currently exercisable option or other right to acquire an interest in the other Purchased Assets it owns or to which it has rights; provided that it has not reviewed the Data and makes no representation or warranty as to the accuracy or completeness of any of the Data or that the Data delivered to the Purchaser constitutes all of the documents related to its Mining Property; and (iii) has not received written notice of any, and to the Knowledge of Seller, there are no pending or threatened condemnation proceedings or proposed actions or agreements for taking in lieu of condemnation with respect to any portion of its Mining Property.
Title to the Purchased Assets. Seller is the sole and exclusive owner of the Purchased Assets, and upon consummation of the transactions contemplated hereby, Buyer will have acquired sole and exclusive ownership of, and good title in, to and under, each of the Purchased Assets, free and clear of all Liens.
Title to the Purchased Assets. (a) Subject to the terms of the Confirmation Order, upon consummation of the transactions contemplated hereby, including the transfer or reissuance of the Transferred Permits/Licenses as contemplated by Section 7.03, Buyer and/or the relevant Designated Buyers will have acquired good and marketable title in and to, or a valid leasehold interest in, each of the Purchased Assets, free and clear of all Encumbrances, except for Permitted Encumbrances. There are no material unrecorded Encumbrances relating to the Purchased Real Property other than Permitted Encumbrances.
(b) Except for the rights and/or services to be provided under the Transition Services Agreement and the Permit Transfer Agreements, the Purchased Assets constitute all of the material property and assets used or held for use by Sellers or their Affiliates in connection with the Purchased Business, except for the Specifically Excluded Assets. The Purchased Assets, when taken together with the Specifically Excluded Assets (disregarding Buyer’s right to exclude Assumed Contracts pursuant to Section 2.05(d)) and the rights of Buyer (and/or any applicable Designated Buyers) under any of the Transaction Documents, when utilized by a labor force substantially similar to that employed by Sellers and their Affiliates in connection with the conduct of the Purchased Business as of the date of this Agreement, are sufficient to permit the Buyer to conduct the Purchased Business immediately following the Closing in substantially the same manner as conducted by Sellers as of the date of this Agreement and as currently contemplated by Sellers to be conducted in the next six months, including all mining, processing, loading, transporting, marketing and selling of coal and all reclamation activities.
(c) There are no controlled Affiliates of Alpha Natural Resources that are not Subsidiaries of Alpha Natural Resources. No Subsidiary of Alpha Natural Resources owns any material asset, property or right that would have been a Purchased Asset if such Subsidiary had been a Seller hereunder.
(d) Notwithstanding any other provision of this Agreement, immediately prior to Closing, (A) Alpha Natural Resources (i) will own all of the Purchased Assets (other than those Specified Assets held by ANR Subsidiaries consistent with Section 5.13(c)) and no other assets, properties or rights and (i) will have the Assumed Liabilities and no other Liabilities, (B) ReorgCo will have assumed, subject to the discharge under section...