Title to Purchased Assets. Seller owns and has good title to the Purchased Assets, free and clear of Encumbrances.
Title to Purchased Assets. Seller has good and valid title to all of the Purchased Assets owned by it and, valid and enforceable leasehold interests in all tangible assets leased by it, in each case, free and clear of all Encumbrances, except for the below Encumbrances as outlined in Section 6.10 of the Disclosure Schedules (the “Permitted Encumbrances”).
Title to Purchased Assets. Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(a) those items set forth in Section 4.08 of the Disclosure Schedules;
(b) liens for Taxes not yet due and payable;
(c) mechanics’, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the Business or the Purchased Assets;
(d) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the Business or the Purchased Assets, which do not prohibit or interfere with the current operation of any Real Property and which do not render title to any Real Property unmarketable; or
(e) other than with respect to Owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the Business or the Purchased Assets.
Title to Purchased Assets. Subject to bankruptcy, insolvency, or other similar Laws affecting the enforcement of creditors’ rights generally and equitable principles of general applicability (whether considered in a proceeding at law or in equity), Sellers have good and valid title to, or in the case of leased assets, have good and valid leasehold interests in, the Purchased Assets free and clear of all Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
(a) liens for Taxes not yet due and payable;
(b) mechanics', carriers', workmen's, repairmen's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the Business or the Purchased Assets;
(c) easements, rights of way, zoning ordinances and other similar encumbrances affecting any Leased Real Property which are not, individually or in the aggregate, material to the Business or the Purchased Assets, and which do not prohibit or interfere with the current operation of any Leased Real Property;
(d) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the Business or the Purchased Assets;
(e) Encumbrances created in favour of Buyer, including, without limitation, Encumbrances created in connection with the DIP Loan; or
(f) such other Encumbrances as Buyer may approve in writing in its sole discretion. At the Closing, Buyer will be vested with good and valid title to, or in the case of leased assets, good and valid leasehold interest in, such Purchased Assets, free and clear of all Encumbrances and Excluded Liabilities, to the fullest extent permissible under Law, including Section 363(f) of the Bankruptcy Code.
Title to Purchased Assets. Upon consummation of the transactions contemplated hereby, Buyer will have acquired good and marketable title in and to, or a valid leasehold interest in, each of the Purchased Assets, free and clear of all Liens, except for Permitted Liens.
Title to Purchased Assets. Seller has good and marketable title to all of the Purchased Assets, free and clear of all Liens. Upon delivery of the Purchased Assets to Buyer at the Closing in accordance with this Agreement and upon Buyer’s payment of the Closing Purchase Price, good and marketable title to all of the Purchased Assets, free and clear of all Liens, will pass to Buyer.
Title to Purchased Assets. Upon consummation of the transactions contemplated hereby, the applicable Buyers will have acquired good and marketable title in and to each Purchased Asset, or a valid license or leasehold interest in each Purchased Asset that is licensed or leased by Sellers, and the Sold Shares free and clear of all Liens (except for Permitted Liens and those created by or on behalf of the Buyers) and, in the case of the Purchased Intellectual Property, subject to the agreements set forth on Schedule 3.14(b)(i), (ii) and (iii).
Title to Purchased Assets. The Seller has good and marketable title to each of the Purchased Assets free and clear of any security interest or restriction on transfer.
Title to Purchased Assets. Seller is the sole owner of all the Purchased Assets and has good and marketable title to the Purchased Assets. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and marketable title to the Purchased Assets, free and clear of any and all Encumbrances.
Title to Purchased Assets. Sellers own each of the Purchased Assets, and Buyer will be vested with good title to such Purchased Assets, free and clear of all Liens to the fullest extent permissible under Section 363(f) of the Bankruptcy Code.
