Common use of Title to Transferred Assets Clause in Contracts

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.

Title to Transferred Assets. Seller or GILC has (aor in the case of assets arising or acquired hereafter, on the Closing Date will have) Except as set forth on Schedule 5.9, good and valid title to the Transferred Assets (other than (i) the SellerLeased Property or any other leased or licensed asset and (ii) in the case of Intellectual Property, its Affiliates subject to licenses granted to third parties that are Transferred Contracts or Seller’s Designates, as applicable, has legal title to all of the otherwise are Transferred Assets and licenses from GILC to Seller with respect to the Trademarks and (iii) Transferred Contracts, which are the subject of Section 3.06), in each case free and clear of any Liens other than Permitted Liens. Schedule 3.05(a) sets forth a list of all Transferred Assets that consist of real property leased by Seller Real (the “Leased Property”). Seller has a valid leasehold estate in all Leased Property, free and clear of any pledgeLiens other than Permitted Liens. As used herein, mortgage the term “Permitted Liens” means and includes (i) Liens for Taxes, assessments or security interest governmental charges or levies not yet due and delinquent or being diligently contested in good faith (and for which adequate accruals or reserves have been established on the accounting records of any kind whatsoever, except for those mortgages or other encumbrances listed on Schedule 5.9, which shall be removed at or prior the Business to the First Closing; extent required under GAAP applied consistently with the Audited Financial Statements), (ii) each Affiliate identified on Schedule 5.11(b) has legal title to Liens of carriers, warehousemen, mechanics, materialmen, workmen and the Affiliate Real Property identified as owned by such Affiliatelike arising in the ordinary course of business, 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 Knowledgeeasements, 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 Designaterestrictive covenants, free rights of way and clear other similar restrictions of any pledgerecord, 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) zoning, building and other similar restrictions, (v) easements, encumbrances, encroachments and other imperfections of title, licenses or encumbrances, if any, which do not impair in any material respect the continued conduct of the Business or the continued use of the Transferred Assets in the manner currently used by Seller, (vi) Liens arising under original purchase price conditional sales Contracts and equipment leases with respect to each parcel third parties entered into in the ordinary course of Third Party Real Property identified on Schedule 5.11(d)business, 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). (bvii) Except as Liens set forth on Schedule 5.18(b)3.05(b) and (viii) in the case of Leased Property, all material properties and assets (realmatters, personalwhether or not of record, mixed, tangible or intangible) used in affecting the operation title of the Business are included in the Transferred Assets. lessor (cand any underlying lessor) 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 LiensLeased Property.

Title to Transferred Assets. (a) Except as set forth on Schedule 5.95.9 and except the Permitted Liens, (i) the Seller, its Affiliates or Seller’s Designates, as applicable, has Sellers have good legal (and marketable) title to all of the Transferred Assets and the Seller Real Fee Property, free and clear of any pledge, mortgage or security interest Lien 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 good legal title to the Affiliate Real Fee Property identified as owned by such Affiliate, free and clear of any pledge, mortgage or security interest Lien 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 the Third Party Real Property identified on Schedule 5.11(d5.11(e), no Seller has no knowledge Knowledge of any adverse claim or Lien against the title to the such Third Party Real Property owned by such Third PartyProperty; and (iv) Global Communications has good legal (and marketable) title to the Video Poker Machines, except as scheduled on Schedule 5.11(g)free and clear of any Lien of any kind whatsoever. (b) Except as set forth on Schedule 5.18(b)Express Stop has good and valid title to the Global Communications Stock and the Mexican Express Equity Interests owned by it, free and clear of all material properties and assets Liens (realexcept for the right of first refusal granted to Xxxxxxxx-Xxxxx Foods, personal, mixed, tangible or intangible) used Inc. in the operation Mexican Express partnership agreement) and has full right, power and authority to sell, transfer and deliver the Global Communications Stock and such Mexican Express Equity Interests to Purchaser (except for the right of first refusal granted to Xxxxxxxx-Xxxxx Foods, Inc. in the Mexican Express partnership agreement) and, upon delivery of the Business are included in the certificates therefor pursuant to Section 3.2 hereof, and Purchaser's acceptance thereof, will have Transferred Assetsto Purchaser good, marketable and valid title thereto, free and clear of any Lien. (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 other than Permitted Liens.