Title to Tangible Assets Clause Samples
The "Title to Tangible Assets" clause establishes which party holds legal ownership of physical property involved in a transaction or agreement. It typically specifies when and how title to items such as equipment, inventory, or real estate transfers from one party to another, often upon delivery, payment, or completion of certain conditions. This clause is essential for clarifying ownership rights, reducing disputes over asset possession, and ensuring that both parties understand when responsibilities and risks associated with the tangible assets shift.
Title to Tangible Assets. The Company and its Subsidiaries have good title to their properties and assets and good title to all their leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than or resulting from taxes which have not yet become delinquent and minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company and its Subsidiaries and which have not arisen otherwise than in the ordinary course of business.
Title to Tangible Assets. Target and its subsidiaries have good title to, or a valid leasehold interest in, the material tangible assets they use regularly in the conduct of their business.
Title to Tangible Assets. Company has good title to, or a valid leasehold interest in, the tangible assets it uses regularly in the conduct of its business.
Title to Tangible Assets. Seller has good title to, or a valid leasehold interest in, the tangible assets it uses regularly in the conduct of its businesses.
Title to Tangible Assets. The Seller has good title to, or a valid leasehold interest in, the material tangible assets that are Acquired Assets used regularly in the conduct of the Acquired Business.
Title to Tangible Assets. Except with respect to real property or Intellectual Property, the Acquired Companies own, and have good and valid title to, all material tangible assets purported to be owned by them, including: (a) all material assets reflected on the Company Balance Sheet (except for assets sold or otherwise disposed of in the ordinary course of business since the date of the Company Balance Sheet); and (b) all other material assets reflected in the books and records of the Acquired Companies as being owned by the Acquired Companies. All of such material assets are owned by the Acquired Companies free and clear of any Encumbrances, except for Permitted Encumbrances.
Title to Tangible Assets. Except for Permitted Encumbrances, the Owned Inventory and the Owned Equipment is owned beneficially by one or more of the Sellers, free and clear of all Liens, and such Sellers have good and marketable title thereto.
Title to Tangible Assets. Except: (a) as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole; (b) with respect to real property (which is covered by Section 2.7); and (c) with respect to Intellectual Property (which is covered by Section 2.8), the Acquired Companies own, and have good and valid title to, all tangible assets purported to be owned by them that are material to the Acquired Companies, taken as a whole, including: (i) all such assets reflected on the Company Unaudited Interim Balance Sheet that are material to the Acquired Companies, taken as a whole (except for assets sold or otherwise disposed of in the ordinary course of business since the date of the Company Unaudited Interim Balance Sheet); and (ii) all other such assets reflected in the books and records of the Acquired Companies as being owned by the Acquired Companies. All of such assets that are material to the Acquired Companies are owned by the Acquired Companies free and clear of any Encumbrances, except for Permitted Encumbrances. The Acquired Companies have sufficient title to all of their assets to conduct their respective businesses as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect on the Acquired Companies. Except as would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect on the Acquired Companies, all of the machinery, equipment and other tangible personal property and assets owned or used by the Acquired Companies are usable in the ordinary course of business and consistent with past practice and are reasonably adequate and suitable for the uses to which they are being put.
Title to Tangible Assets. 9 3.17. Insurance..........................................................9 3.18. Transactions with Related Parties.................................10 3.19.
Title to Tangible Assets. The Tiger Corporations own, and have good and valid title to, all material tangible assets purported to be owned by them, including: (a) all material assets reflected on the Parent Unaudited Balance Sheet (except for inventory sold or otherwise disposed of in the ordinary course of business since the date of the Parent Unaudited Balance Sheet); and (b) all other material assets reflected in the books and records of the Tiger Corporations as being owned by the Tiger Corporations. All of said assets are owned by the Tiger Corporations free and clear of any Encumbrances, except for: (i) any lien for current Taxes not yet due and payable or for Taxes that are being contested in good faith and for which adequate reserves have been established; (ii) minor liens that have arisen in the ordinary course of business and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Tiger Corporations; and (iii) liens described in Part 3.7 of the Parent Disclosure Schedule. The Tiger Corporations are the lessees of, and hold valid leasehold interests in, all material tangible assets purported to have been leased by them, including: (A) all material assets reflected as leased on the Parent Unaudited Balance Sheet; and (B) all other material assets reflected in the books and records of the Tiger Corporations as being leased to the Tiger Corporations, and the Tiger Corporations enjoy undisturbed possession of such leased assets.