Good Title Conveyed; Binding Obligations; Etc Sample Clauses

Good Title Conveyed; Binding Obligations; Etc. Except as set forth on --------------------------------------------- Schedule 4.5, the Sellers are the sole and exclusive owners of the Acquired ------------ Assets and the Inventory and have good, valid and marketable title therein, free and clear of all Liens and Encumbrances, other than the Permitted Liens. Except as set forth in the Activation Contracts and on Schedule 4.5, on the Closing ------------ Date the Sellers will be the sole and exclusive owners of the Acquired Assets and the Inventory and will have good, valid and marketable title therein, free and clear of all Liens and Encumbrances, other than the Permitted Liens. Except for the Activation Contracts, or as set forth on Schedule 4.4 or Schedule 4.5, ------------- ------------- each Seller has complete and unrestricted power and the unqualified right to sell, assign, transfer and deliver to the Buyer, and upon consummation of the transactions contemplated by this Agreement, the Buyer will acquire, good, valid and marketable title to, or as applicable a valid and enforceable leasehold interest in, the Acquired Assets and the Inventory, free and clear of all Liens and Encumbrances, other than the Permitted Liens. Except for the Activation Contracts, or as set forth on Schedule 4.5, and subject to the consents set ------------ forth on Schedule 4.4, each assignment document executed by the Sellers and the ------------ other instruments to be executed and delivered to the Buyer by the Sellers at Closing will effectively vest in the Buyer good, valid and marketable title to the Acquired Assets and the Inventory, free and clear of any Liens and Encumbrances, except Permitted Liens. Except as set forth on Schedule 4.5, ------------- contained in the Excluded Assets or retained for use in the Interim Services Agreement, the Acquired Assets are all of the material tangible personal property and Intellectual Property adequate to carry on the Business as presently conducted and include all tangible and intangible assets and goodwill relating to the Business.
View SourceView Similar (3)

Related to Good Title Conveyed; Binding Obligations; Etc

  • Valid Sale; Binding Obligations This Agreement and Seller’s Related Documents have been duly executed and delivered, shall effect a valid sale, transfer and assignment of the Receivables and the Other Conveyed Property to the Purchaser, enforceable against Seller and creditors of and purchasers from Seller; and this Agreement and Seller’s Related Documents constitute legal, valid and binding obligations of Seller enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law.

  • Valid Sale; Binding Obligation The Basic Documents constitute a valid sale, transfer and assignment to the Depositor of all right, title and interest of the Seller in the Receivables and the proceeds thereof. The Receivables will not be considered part of the Seller’s estate in the event of a bankruptcy of the Seller. This Agreement and the other Basic Documents to which the Seller is a party, when duly executed and delivered by the other parties hereto and thereto, shall constitute legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity).

  • Valid and Binding Obligations This Agreement, and all agreements and documents executed and delivered pursuant to this Agreement, constitute valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable Bankruptcy Laws and other laws or equitable principles of general application affecting the rights of creditors generally.

  • Execution and Binding Obligation This Agreement has been duly executed and delivered by the Purchaser, and constitutes a legal, valid and binding agreement of the Purchaser enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

  • Valid and Binding Obligation This Agreement constitutes the legal, valid and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent the indemnification provisions contained in this Agreement may be limited by applicable federal or state securities laws.