Title to the Assets definition

Title to the Assets. Except as set forth in Schedule 4.08, each ------------------- member of the Coral Group will have at the Effective Time good and defensible title of record to their respective assets free and clear of all liens, pledges, claims, charges, security interests, production payments or other encumbrances except (i) liens for current taxes and assessments not yet due, or being contested in good faith by appropriate proceedings and (ii) such imperfections of title and encumbrances, if any, which do not have singly or in the aggregate a Material Adverse Effect on any member of the Coral Group.
Sample 1

Examples of Title to the Assets in a sentence

  • Title to the Assets and risk of loss or damage to the Assets by casualty (whether or not covered by insurance) will pass to the Buyer immediately upon completion of the Closing.

  • This Assignment is made, executed and delivered without warranty of title, either express or implied, except that Assignor specially warrants to Defensible Title to the Assets by, through and under Seller and its Affiliates, and agrees to defend such Defensible Title to the Assets against the claims and demands of all Persons claiming by, through or under Assignor or its Affiliates, but not otherwise.

  • On the Closing Date, Seller shall convey to Buyer Defensible Title to the Assets.

  • Title to the Assets of the Plan shall at all times be vested solely in the Trustee to be held in accordance with the terms hereof.

  • Title to the Assets which are transferred to Buyer at the Closing shall be good and valid and those Assets once transferred to Buyer at the Closing shall free and clear of all Liens other than Permitted Liens.

  • Title to the Assets shall be transferred and conveyed to Buyer at Closing with a “by, through and under” warranty of title through Closing, and shall otherwise be conveyed in accordance with the terms of this Agreement and the Conveyances.

  • Seller has delivered or made available to Buyer all items in its possession that would be relevant in the determination as to whether Seller has the ability to convey Defensible Title to the Assets.

  • Seller warrants and agrees to defend Defensible Title to the Assets for which there is an Allocated Value solely unto the Company against every Person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Seller or any of its Affiliates (other than the Company) or the Company (for any action taken prior to Closing), but not otherwise; subject, however, to Permitted Encumbrances.

  • Title to the Assets may be held in the name of the Company or one or more nominees, as the Managing Member may determine.

  • If the Closing occurs, then effective as of the Closing Date, Seller warrants Defensible Title to the Assets from and against the lawful claims of third parties arising by, through or under Seller, but not otherwise (such warranty, the “Special Warranty”).

Related to Title to the Assets

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Purchased Equipment means any equipment, including any Software, sold by BT to the Customer.

  • Conveyed Assets shall have the meaning set forth in Section 2.01.

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

  • Subject Assets is defined in Section 2.2(c).

  • Personal Property means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts and other tangible personal property.

  • The Equipment means any equipment, computer hardware or software, materials, goods and vehicles and associated services necessarily required for the implementation of the Services, which the Supplier cannot reasonably be expected to provide, which are financed or provided by DFID for use by the Supplier.

  • Fixtures and Equipment means, with respect to any Person, all of the furniture, fixtures, furnishings, machinery and equipment owned or leased by such Person and located in, at or upon the Assets of such Person.

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  • Seller Use means fuel used for gas compression, LPG plants and LNG plants, other gas needed by Seller's facilities to furnish the requirements of Buyers, together with unaccounted for gas. This gas shall be considered Included In Priority of Service Category 1. Other vital uses of Seller, such as flame stabilization requirements, will be met as long as such uses do not jeopardize service to its firm service Buyers.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Company Equipment means all equipment supplied by the Company to the Contractor, to use in the performance of the Work and which is specified in the Contract as “Company Equipment”.

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned or represented by any Partnership Interest.

  • Excluded Assets has the meaning set forth in Section 2.02.

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.

  • Seller’s Interest means, at any time, a “seller’s interest” as defined in, and calculated in accordance with, Regulation RR.

  • Company Assets means all assets and property, whether tangible or intangible and whether real, personal or mixed, at any time owned by the Company.

  • Retained Assets has the meaning set forth in Section 2.2.

  • Midstream Assets means (i) assets used primarily for gathering, transmission, storage, processing or treatment of natural gas, natural gas liquids or other hydrocarbons or carbon dioxide and (ii) equity interests of any Person that has no substantial assets other than assets referred to in clause (i).

  • The Properties means and refer to all such existing properties, and additions thereto, as are subject to this Declaration or any Supplemental Declaration under the provisions of Article II hereof.

  • Seller’s Share of any amount means the greater of: (a) $0 and (b) such amount minus the product of (i) such amount multiplied by (ii) the Purchased Interest.

  • Leased Equipment means the computers, servers, machinery and equipment and other tangible personal property leased by Seller for use in the operation or conduct of the Business.