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. (a) The leases for the Leased Real Property and all leases of personal property included in the Purchased Assets, assuming they are binding and enforceable against the other parties thereto, are binding and enforceable against Sellers in accordance with their respective terms. Except as set forth on Schedule 4.10(a), there is not, under any such lease, any existing default ---------------- by Sellers, or a Claim made to Sellers by any other party to any such lease that the lease is unenforceable. All commissions payable by Sellers under or with respect to any such lease have been paid.
(b) The use to which the Owned Real Property is put is not subject to any restriction or condition that could result in a Material Adverse ---------------- Effect and conforms to all zoning, subdivision and/or planning regulations, fire ------ and safety regulations, to the requirements of the relevant local authorities and to all Laws governing such Owned Real Property or use thereof, the violation of which could result in a Material Adverse Effect. Sellers have not received notice of any such ----------------------- violation from any court or Governmental Authority or of taking by eminent domain or condemnation proceeding.
(c) Sellers have good and marketable title to the Owned Real Property, and all right, title and interest in, all personal properties and assets included in the Purchased Assets, and will transfer and convey the Purchased Assets to Buyer, free and clear of all Liens referred to on Schedule 4.10(c) under "Liens to be Discharged", except for the following (all of which are collectively called "Permitted Liens" and are also referred to on Schedule --------------- 4.10(c) under "Permitted Liens")
(i) Liens for current taxes, rules, assessments or similar governmental charges or levies not yet due and payable; (ii) with respect to Owned Real Property, any of the following which are not substantial in character, amount or extent and do not detract from the value or interfere with the present use of the real properties subject thereto or affected thereby, or otherwise impair the operation of the Business materially or from a material point of view: matters disclosed on a survey (including, without limitation, encroachments, easements and rights-of-way) utility easements, rights of way, zoning restrictions and other imperfections of title, if any and any subsisting provisos, restrictions, limitations, conditions, exceptions and reservations in any original grant...
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. Sellers own and have good title to each of the Purchased Assets and the Licensed Assets, and at the Closing, Sellers shall convey each of the Purchased Assets free and clear of all Liens.
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 (to the extent not owned by Parent or Seller prior to the Closing Date), each of the Purchased Assets, free and clear of all Liens, except for Permitted Liens.
Title to Purchased Assets. Seller has good, legal and valid title to all Purchased Assets, free and clear of any lien, charge, claim, pledge, security interest, priority right or other similar encumbrance (each, an "Encumbrance").
Title to Purchased Assets. Seller is the sole and exclusive owner of the Purchased Assets and owns and at the Closing will transfer to Buyer good and transferable title to the Purchased Assets free and clear of any Encumbrances. Seller has the full right to sell, transfer, convey, assign and deliver the Purchased Assets to Buyer at the Closing, free and clear of any Encumbrances. Seller has performed all actions necessary to perfect its ownership of, and its ability to transfer, the Purchased Assets pursuant to this Agreement.
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.
