Common use of Title and Condition Clause in Contracts

Title and Condition. (i) The Acquired Assets include all of the tangible and intangible assets, properties and rights, of any nature whatsoever, used in or material to the Business and all of the assets or properties necessary to conduct the Business as presently conducted or necessary to permit Buyer to conduct the Business immediately after the Closing in the same manner as the Business has been conducted by Seller immediately prior to the Closing; (ii) Seller has good and valid title to, or a valid leasehold interest in or a valid right to use, all of the Acquired Assets, in each case free and clear of all Liens, other than Permitted Liens; (iii) the Assignment and ▇▇▇▇ of Sale and the endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at the Closing will effectively vest in Buyer good and valid title to, and ownership of, the Acquired Assets free and clear of all Liens other than Permitted Liens; and (iv) to Seller’s Knowledge, all items of Personal Property are in good condition and repair (subject to normal wear and tear), are useable in the ordinary and usual course of business consistent with past custom and practice and none of the items of Personal Property require any repair or replacement except for maintenance in the ordinary and usual course of business consistent with past custom and practice.

Title and Condition. (i) The Acquired Assets include all of the tangible and intangible assets, properties and rights, of any nature whatsoever, used in in, useful or material to the Business and all of the assets or properties necessary to conduct the Business as presently conducted or necessary to permit Buyer to conduct the Business immediately after the Closing in the same manner as the Business has been conducted by Seller immediately prior to the Closing; (ii) . Seller has good and valid title to, or a valid and enforceable leasehold interest in or a valid and enforceable right to use, all of the Acquired Assets, in each case free and clear of all Liens, other than Permitted Liens; (iii) the . The Assignment and ▇▇▇▇ of Sale and the endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at the Closing will effectively vest in Buyer good and valid title to, and ownership of, the Acquired Assets free and clear of all Liens other than Permitted Liens; and (iv) to Seller’s Knowledge, all items of . The Personal Property are is in good condition and repair (subject to normal wear and tear), are is useable in the ordinary and usual course of business consistent with past custom and practice and none of the items of Personal Property require any repair or replacement except for maintenance in the ordinary and usual course of business consistent with past custom and practice.