Title to Transferred Assets. From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.
Title to Transferred Assets. The Seller owns and has good and marketable title to all Transferred Assets, free and clear of all Liens.
Title to Transferred Assets. Seller owns, will own at the Closing, and will deliver to Purchaser at the Closing good, valid and transferable title to all of the Transferred Assets, free and clear of any Liens.
Title to Transferred Assets. Seller has good and valid title to all of the Transferred Assets, the right to license the Product Technology pursuant to Section 2.4 free and clear of all Encumbrances, other than Permitted Encumbrances. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL OF THE TRANSFERRED ASSETS ARE BEING SOLD, ASSIGNED, CONVEYED OR DELIVERED (AS APPLICABLE) TO BUYER ON AN “AS IS” “WHERE IS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT OF THIRD PARTY RIGHTS, AND ALL SUCH WARRANTIES ARE DISCLAIMED.
Title to Transferred Assets. (a) The Seller has good and valid title to the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.
(b) There has not been granted to any Person, and no Person possesses, any right of first refusal to purchase any of the Transferred Assets, except pursuant to this Agreement and the Omnibus Agreement.
Title to Transferred Assets. The Transferred Assets are owned by WECU as the beneficial owner thereof with a good and marketable title thereto, subject however to certain charges, mortgages, liens, pledges, security interests and encumbrances which have been disclosed to PDH ULC.
Title to Transferred Assets. (a) Except as set forth on Schedule 5.9, (i) the Seller has good legal title to all of the Transferred Assets and the Seller Real Property, free and clear of any pledge, mortgage or security interest of any kind whatsoever; (ii) each Affiliate identified on Schedule 5.11(b) has good legal title to the Affiliate Real Property identified as owned by such Affiliate, free and clear of any pledge, mortgage or security interest of any kind whatsoever; and (iii) with respect to the Third Party Real Property identified on Schedule 5.11(c), Seller has no Knowledge of any adverse claim against the title to such Third Party Real Property.
(b) Except as identified on Schedule 5.18 as Third Party Equipment, all material properties and assets (real, personal, mixed, tangible or intangible) used in the operation of the Business are included in the Transferred Assets.
(c) Upon the delivery of the instruments of Transfer described in Section 3.2 hereof to the Purchaser at the Closing, the Transferred Assets shall have been Transferred to the Purchaser, free and clear of any Liens of any kind whatsoever, other than Permitted Liens.
Title to Transferred Assets. Immediately prior to the transfer of the Transferred Assets pursuant to this Agreement, the Transferor (A) is the true and lawful owner of the Transferred Assets and it has the legal right to transfer the Transferred Assets, (B) has good and valid title to the Transferred Assets and the Transferred Assets are on such date free and clear of all Liens and (C) will convey good, valid and indefeasible title to the Transferred Assets to the Transferee under this Agreement.
Title to Transferred Assets. Toppan owns and has good title to the Transferred Assets, free and clear of Encumbrances on the date hereof and immediately before the completion of the Spin-off.
Title to Transferred Assets. (a) Except as set forth on Schedule 5.9, (i) the Seller, its Affiliates or Seller’s Designates, as applicable, has legal title to all of the Transferred Assets and the Seller Real Property, free and clear of any pledge, mortgage or security interest of any kind whatsoever, except for those mortgages or other encumbrances listed on Schedule 5.9, which shall be removed at or prior to the First Closing; (ii) each Affiliate identified on Schedule 5.11(b) has legal title to the Affiliate Real Property identified as owned by such Affiliate, free and clear of any pledge, mortgage or security interest of any kind whatsoever, except for those mortgages or other encumbrances listed on Schedule 5.9, which shall be removed at or prior to the First Closing; (iii) to Seller’s Knowledge, each Seller’s Designate identified on Schedule 5.11(c) has legal title to the Seller Designate Real Property identified as owned by such Seller’s Designate, free and clear of any pledge, mortgage or security interest of any kind whatsoever, except for those mortgages or other encumbrances listed on Schedule 5.9, which shall be removed at or prior to the Second Closing; and (iv) with respect to each parcel of Third Party Real Property identified on Schedule 5.11(d), Seller has no knowledge of any adverse claim against the title to the Third Party Real Property owned by such Third Party, except as scheduled on Schedule 5.11(g).
(b) Except as set forth on Schedule 5.18(b), all material properties and assets (real, personal, mixed, tangible or intangible) used in the operation of the Business are included in the Transferred Assets.
(c) Upon the delivery of the instruments of Transfer described in Section 3.2 hereof to the Purchaser at the First Closing with respect to the Transferred Assets transferred at the First Closing, or the Second Closing with respect to the Transferred Assets transferred at the Second Closing, the Transferred Assets shall have been Transferred to the Purchaser, free and clear of any Liens of any kind whatsoever, except for Permitted Liens.
