Valid Title; No Liens Sample Clauses

Valid Title; No Liens. The Selling Unitholder has good and valid title to the Purchased Units, free and clear of all liens, encumbrances, equities or claims other than such as exist under and as a result of the pledge of the Purchased Units to secure indebtedness outstanding, interest and other obligations under the Credit Agreement, dated as of December 10, 2004 (the “Selling Unitholder Credit Agreement”), among the Selling Unitholder, Xxxxxx Brothers Inc. and Xxxxxxx Xxxxx Credit Partners, L.P., as Joint Lead Arrangers, Xxxxxx Brothers Commercial Paper Inc., as Administrative Agent and the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Credit Agreement Lien”). Upon delivery of the Purchased Units and payment therefor pursuant hereto, good and valid title to such Purchased Units, free and clear of all liens, encumbrances, equities or claims, including the Credit Agreement Lien, will pass to the Purchaser.
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Valid Title; No Liens. The Selling Shareholder has good and valid title to such Selling Shareholder’s Purchased Shares, free and clear of all liens, encumbrances, equities or claims. Upon delivery of the Purchased Shares and payment therefor pursuant hereto, good and valid title to such Purchased Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Purchaser.
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Valid Title; No Liens. (i) Seller is the sole and exclusive owner of, and has good, valid and marketable title, and in the case of real property (including without limitation all land and buildings and other improvements thereon, together with all tenements, hereditaments and appurtenances thereto), good, marketable and insurable title in fee simple, to, all of the assets, properties and rights which constitute a part of the Interest, the Alumina Supply Interest or the GAC Purchased Working Capital (such assets, properties and rights are hereinafter referred to as the "Assets") wherever located, free and clear of all Liens other than Permitted Liens, and (ii) no other person or legal entity has or will have at Closing any interest whatsoever in any of the Assets. At Closing, Seller will transfer and convey to Buyer, and Buyer will acquire, good, valid and marketable title to the Assets, free and clear of all Liens of any kind or nature whatsoever, other than Permitted Liens.
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Valid Title; No Liens. 9 4.7 GAC Purchased Working Capital......................................9 4.8 Brokers...........................................................10 4.9
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Valid Title; No Liens. FutureOne has valid title to all of the assets being transferred hereunder and owns all of the assets, free and clear of any liens or encumbrances. The telephone numbers are not considered a part of this representation.
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Valid Title; No Liens. Except as set forth on Schedule 4.6, (i) the Company is the sole and exclusive owner of, and has good and valid title, and in the case of the leased (a valid leasehold interest) to, all of the Assets wherever located, free and clear of all Liens other than Permitted Liens and the Assumed Liabilities, and (ii) no other person or legal entity has or will have at Closing any interest whatsoever in any of the Assets. At Closing, the Company will transfer and convey to Purchaser, and Purchaser will acquire, good and valid title to the Assets, free and clear of all Liens of any kind or nature whatsoever, other than Permitted Liens and the Assumed Liabilities. As used in this Agreement, "Permitted Liens" means (i) mechanics', carriers', workmen's or repairmens' Liens arising or incurred in the ordinary course of business with respect to liabilities that are not yet due or delinquent, (ii) Liens arising by operation of law for Taxes, assessments and other governmental charges which are not due and payable or which may hereafter be paid without penalty or which are being contested in good faith by appropriate proceedings, (iii) other imperfections of title or encumbrances, if any, which imperfections of title or other encumbrances, individually or in the aggregate, would not reasonably be expected to materially detract from the value of the property or asset to which it relates or materially impair the ability to use the property or asset to which it relates in substantially the same manner as it was used prior to the Closing Date, and (iv) Liens arising from travel agency regulations relating to customer funds.
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Valid Title; No Liens. 10 4.7 Brokers..............................................................................................10 4.8
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Related to Valid Title; No Liens

  • Title to Properties; Liens and Encumbrances The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.

  • Ownership, No Liens, etc The Pledgor is the legal and beneficial owner of, and has good and marketable title to (and has full right and authority to pledge and assign), the Pledged Collateral, free and clear of all Liens except Permitted Liens.

  • Title; Liens The Issuer has good, legal and marketable title to each of its respective assets, and none of such assets is subject to any Lien, except for Permitted Encumbrances and the Liens created or permitted pursuant to the Indenture.

  • Permitted Encumbrances The term “Permitted Encumbrances” shall mean:

  • Title to Property; Encumbrances (a) The Company does not own any real property or any Structures.

  • LIENS; ENCUMBRANCES Borrower acknowledges that, to the extent provided in Section 21, the grant, creation or existence of any mortgage, deed of trust, deed to secure debt, security interest or other lien or encumbrance (a "Lien") on the Mortgaged Property (other than the lien of this Instrument) or on certain ownership interests in Borrower, whether voluntary, involuntary or by operation of law, and whether or not such Lien has priority over the lien of this Instrument, is a "Transfer" which constitutes an Event of Default and subjects Borrower to personal liability under the Note.

  • Title to Properties; Encumbrances The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

  • Title to Assets; Encumbrances Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances. Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all encumbrances.

  • Title to Property; Liens The Borrower has good and marketable title to all property purported to be owned by it subject to no Liens other than Permitted Liens.

  • Title to Assets; No Encumbrances Each of the Loan Parties and its Subsidiaries has (a) good, sufficient and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.

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