Title and Related Matters definition

Title and Related Matters each of the Company and the Company Subsidiaries has good, valid and marketable title to all material real and personal property and other assets, tangible or intangible, owned by them that are used or required for the conduct of the Business, whether or not reflected as owned in the Financial Statements or that have been acquired after the date of the issuance thereof, in each case free and clear of all Liens, except for such Liens or defects in title that are not material. Except as otherwise noted in the Financial Statements or in any other schedule hereof, all material properties and assets used or required for the conduct of the Business are reflected in the Financial Statements in accordance with and to the extent required by Mexican NIF. Each lease to which any of the Company or the Company Subsidiaries are parties is in full force and effect, and is valid and enforceable against the Company or the corresponding Company Subsidiary in accordance with its respective terms, and there is not under any of such leases on the part of any of the Company or the Company Subsidiaries nor, to the Knowledge of the Company and the Company Subsidiaries, on the part of any other party thereto, any existing default or any event which, with notice or lapse of time or both, would constitute a default, in each case, that would reasonably be expected to have a Material Adverse Effect. None of the material assets owned by any of the Company or the Company Subsidiaries used or required for the conduct of the Business is subject to any (i) Contracts of sale (except as set forth on Schedule 6.1.12(a) “Title and Related Matters” and except for Contracts for the sale of inventory in the Ordinary Course) or (ii) Liens (except as set forth on Schedule 6.1.12(b) “Title and Related Matters” and except for Liens that are not material).
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Title and Related Matters and except for Contracts for the sale of inventory in the Ordinary Course) or (ii) Liens (except as set forth on Schedule 6.1.12(b) “Title and Related Matters” and except for Liens that are not material).
Sample 1
Title and Related Matters and except for Liens that are not material).
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Examples of Title and Related Matters in a sentence

  • Other than Section ‎3.1 (Organization and Existence), Section ‎3.2 (Company), Section ‎3.11 (Taxes), Section ‎4.1 (Organization; Qualification), Section ‎4.2 (Authority), Section ‎4.4 (Title and Related Matters), and Section 4.7 (Brokers; Finders), which shall survive indefinitely, the representations and warranties of Seller set forth in this Agreement shall survive the Closing until the first anniversary of the Closing Date.

  • The maximum limit and the minimum threshold on the liability of Shareholders to Company Indemnified Parties set forth in Section 11.2 above shall not apply to the representations and warranties in Sections 4.2 (Authorization of Transaction), 4.4 (Capitalization) and 4.13 (Title and Related Matters) and any costs or expenses, including but not limited to attorney's fees and costs, incurred by Company Indemnified Parties to enforce their rights under Section 11.

  • Required Filings and Consents Section 3.4. Public Filings; Financial Statements Section 3.5. No Undisclosed Liabilities Section 3.6. Absence of Certain Changes or Events Section 3.7. Taxes Section 3.8. Real Property, Title and Related Matters Section 3.9.

  • Seller 5.9(a) Title and Related Matters....................................................

  • The representations and warranties of the Seller contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall terminate on June 30, 2003; provided, however, that the representations and warranties of Seller contained in Sections 2.1 (Corporate Organization, etc.), 2.2 (Authorization, etc.), 2.9 (Title and Related Matters) and 2.11 (Tax Matters) shall survive until the expiration of the applicable statute of limitations and any extensions thereof.

  • The representations and warranties set forth in Sections 3.5 (Tax Matters), 3.7 (Title and Related Matters), 3.8 (Intellectual Proprietary Rights), 3.19(Governmental Authorizations and Regulations), and 3.24 (Employee Benefit Plans) shall survive for the applicable statute of limitations period after the Closing Date.

  • The representations and warranties of the Sellers contained in Sections 4.1 (Organization, Qualification and Power), 4.2 (Authorization of Transaction), 4.4 (Capitalization; Title to Shares), 4.5 (Affiliates) and 4.9 (Title and Related Matters) (collectively, the “Unlimited Representations”) shall survive indefinitely.

  • The foregoing Basket Amount shall not apply with respect to (i) any breaches of representations, warranties or covenants contained in Sections 2.10 (Title and Related Matters) or 2.12 (Tax Matters), or (ii) any liabilities of the Seller not included in the Assumed Liabilities.

  • Required Filings and Consents Section 4.4. Public Filings; Financial Statements Section 4.5. No Undisclosed Liabilities Section 4.6. Absence of Certain Changes or Events Section 4.7. Taxes Section 4.8. Real Property, Title and Related Matters Section 4.9. Title to Personal Property; Liens Section 4.10.

Related to Title and Related Matters

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Released Matters MEANS ANY AND ALL CLAIMS, DEMANDS, DAMAGES, DEBTS, LIABILITIES, OBLIGATIONS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND EXPENSES), ACTIONS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, ARISING ON OR PRIOR TO THE CLOSING DATE, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT SUCH SELLING PARTY NOW HAS, OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE IN THE FUTURE, AS A STOCKHOLDER, OFFICER, DIRECTOR, CONTRACTOR, CONSULTANT OR EMPLOYEE OF THE COMPANY OR ITS SUBSIDIARIES, ARISING BY VIRTUE OF OR IN ANY MATTER RELATED TO ANY ACTIONS OR INACTIONS WITH RESPECT TO THE COMPANY OR ITS AFFAIRS WITH RESPECT TO THE COMPANY ON OR BEFORE THE CLOSING DATE; PROVIDED THAT RELEASED MATTERS SHALL NOT INCLUDE ANY RIGHT PURSUANT TO THIS AGREEMENT, THE TRANSACTIONS OR THE DOCUMENTS AND INSTRUMENTS DELIVERED HEREUNDER, ANY RIGHTS UNDER ANY DIRECTOR AND OFFICER FIDUCIARY AND LIABILITY INSURANCE POLICIES OR ANY RIGHTS UNDER EARNED BUT UNPAID COMPENSATION AND BENEFITS PROVIDED UNDER THE BENEFIT PLANS IN ACCORDANCE WITH THEIR TERMS. IT IS THE INTENTION OF THE SELLING PARTIES IN EXECUTING THIS RELEASE, AND IN GIVING AND RECEIVING THE CONSIDERATION CALLED FOR HEREIN, THAT THE RELEASE CONTAINED IN THIS SECTION 11.12 SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL RELEASE OF AND FROM ALL RELEASED MATTERS AND THE FINAL RESOLUTION BY SUCH SELLING PARTY AND THE RELEASED PARTIES OF ALL RELEASED MATTERS. NOTWITHSTANDING ANYTHING HEREIN OR OTHERWISE TO THE CONTRARY, THE RELEASE CONTAINED IN THIS SECTION 11.12 WILL NOT BE EFFECTIVE SO AS TO BENEFIT A PARTICULAR RELEASED PARTY IN CONNECTION WITH ANY MATTER OR EVENT THAT WOULD OTHERWISE CONSTITUTE A RELEASED MATTER, BUT INVOLVED FRAUD OR THE BREACH OF ANY APPLICABLE LAW ON THE PART OF SUCH RELEASED PARTY. THE INVALIDITY OR UNENFORCEABILITY OF ANY PART OF THIS SECTION 11.12 SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS SECTION 11.12, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.

  • staff matters means the remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of staff;

  • Excluded Matters has the meaning given in Section 6.3.

  • Business owned by a person with a disability means a business concern that is at least 51% owned by one or more persons with a disability and the management and daily business operations of which are controlled by one or more of the persons with disabilities who own it. A not- for-profit agency for persons with disabilities that is exempt from taxation under Section 501 of the Internal Revenue Code of 1986 is also considered a "business owned by a person with a disability".

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Environmental Matters means any matter arising out of or relating to health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, release, control or cleanup of any Hazardous Substance.

  • criminal tax matters means tax matters involving intentional conduct whether before or after the entry into force of this Agreement which is liable to prosecution under the criminal laws of the requesting Party;

  • Environmental Matter means any past, present or future activity, event or circumstance in respect of the environment, health or safety including the Release of any Hazardous Substance including any substance which is hazardous to Persons, animals, plants, or which has a detrimental effect on the soil, air or water, or the generation, treatment, storage, use, manufacture, holding, collection, processing, treatment, presence, transportation or disposal of any Hazardous Substances.

  • Schedule of Retained Causes of Action means the schedule of certain Causes of Action of the Debtors that are not released, waived, or transferred pursuant to the Plan, as the same may be amended, modified, or supplemented from time to time.

  • Environmental Conditions means any conditions of the environment, including, without limitation, the work place, the ocean, natural resources (including flora or fauna), soil, surface water, ground water, any actual or potential drinking water supply sources, substrata or the ambient air, relating to or arising out of, or caused by the use, handling, storage, treatment, recycling, generation, transportation, Release or threatened Release or other management or mismanagement of Regulated Substances resulting from the use of, or operations on, the Property.

  • Tax-Related Losses means (i) all federal, state, local and foreign Taxes (including interest and penalties thereon) imposed (or that would be imposed) pursuant to any settlement, Final Determination, judgment or otherwise, (ii) all accounting, legal and other professional fees, and court costs incurred in connection therewith, and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Parent (or any Parent Affiliate) or SpinCo (or any SpinCo Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in the case of each of clauses (i) through (iii), resulting from the failure of the Internal Distribution, the Contribution or the Distribution to have Tax-Free Status.

  • Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

  • Environmental, Health and Safety Liabilities means any cost, damages, expense, liability, obligation or other responsibility arising from or under any Environmental Law.

  • laws relating to native title means laws applicable from time to time in Western Australia in respect of native title and includes the NTA;

  • Seller Related Parties means Seller and its Affiliates, and their respective fiduciaries, shareholders, equity holders, members, managers, partners, directors, divisions, officers, managers, executives, employees, independent contractors, freelancers, consultants and other Representatives, and the successors and assigns of each of them.

  • Environmental Property Transfer Act means any applicable requirement of law that conditions, restricts, prohibits or requires any notification or disclosure triggered by the closure of any property or the transfer, sale or lease of any property or deed or title for any property for environmental reasons, including, but not limited to, any so-called "Industrial Site Recovery Act" or "Responsible Property Transfer Act."

  • Medical condition means either of the following:

  • Environmental Liabilities means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Tax Matters means all tax matters including criminal tax matters,

  • Mold remediation in accordance with professional standards means mold remediation of that

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).

  • Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.

  • Environmental Condition means any condition or circumstance, including the presence of Hazardous Substances which does or would (i) require assessment, investigation, abatement, correction, removal or remediation under any Environmental Law, (ii) give rise to any civil or criminal Liability under any Environmental Law, (iii) create or constitute a public or private nuisance or (iv) constitute a violation of or non-compliance with any Environmental Law.

  • Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.