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 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pantry Inc), Asset Purchase Agreement (Pantry Inc)

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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 Fee 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 Fee 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(c5.11(e), 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pantry Inc), Asset Purchase Agreement (Pantry Inc)

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Title to Transferred Assets. (a) Except as set forth on Schedule 5.95.9 and except for Permitted Liens, (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 each Third Party Real Property identified on Schedule 5.11(c), Seller has no Knowledge of any adverse claim against the title to such the Third Party Real PropertyProperty identified as owned by such Third Party. (b) Except as identified set forth on Schedule 5.18 as Third Party EquipmentScheduled 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 Closing, the Transferred Assets shall have been Transferred to the Purchaser, free and clear of any Liens of any kind whatsoever, other than except for Permitted Liens.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pantry Inc)

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