Title to and Condition of Assets Clause Samples

Title to and Condition of Assets. (a) Each Seller has good and marketable title or a valid leasehold interest, as applicable, to all of the properties and assets, real, personal and mixed, which would be included in the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all properties and assets reflected in the Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof in the ordinary course of the Seller Business consistent with past practices, free and clear of all Liens except for Permitted Liens and except for the Liens listed on SCHEDULE 7.03(a) which will be discharged at Closing. Each Seller has full power, right and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets owned by such Seller, free and clear of all Liens other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a) and except for the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f), the Purchased Assets include all material rights, assets and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has an interest in any asset used primarily in the Seller Business. (b) All buildings, structures, facilities, fixtures, equipment and other items of tangible property and assets (excluding Inventory) which would be included in the Purchased Assets if the Closing took place on the date hereof, including all network equipment, are in good working condition and repair, subject to normal wear and maintenance and are located such that they are not materially encroaching on the property or rights of any Person.

Title to and Condition of Assets. The Company has (i) good, valid and marketable title to all personal property relating to its operations, business or properties, which it purports to own, including, without limitation, Intellectual Property, as that term is defined in Section 4.11 hereto, and (ii) to the knowledge of the Company, good, valid and marketable leasehold estates to the leasehold premises described on Schedule 4.9. All such properties which the Company purports to own are held free and clear of all title defects and any liens, pledges, claims, charges, security interests or other encumbrances and are not, in the case of real property, subject to any rights of way, building or use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever, except, with respect to all such properties, real and personal, (a) as set forth in Schedule 4.9, (b) liens for current taxes not yet due and assessments not in default and (c) other liens and encumbrances incidental to the conduct of its business or the ownership of its assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business. There are no claims adverse or challenges to the title or ownership of any property which the Company purports to own. Except as disclosed on Schedule 4.9, all personal property and all buildings, structures and fixtures used by the Company in the conduct of its business are in good operating condition (subject to normal maintenance and repair) and the Company has not received any notice of any violation (which has not been cured) of any building, zoning or other law, ordinance or regulation in respect of such property or structures or its use thereof. Schedule 4.9 lists each lease (which term shall include subleases) of real property to which the Company is a party, true copies of which leases (including all amendments thereof and modifications thereto) have been delivered to the Parent prior to the date hereof. All such leases are valid and binding obligations of the Company and in full force and effect; there are no material defaults by the Company or, to the knowledge of the Company, the lessors thereunder; and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a material default by the Company or, to the knowledge of the Company, t...

Title to and Condition of Assets. Except as disclosed in Schedule 3.11, Columbia and the Columbia Subsidiaries have good and marketable title to all material consolidated real and personal properties and assets reflected in the Columbia Balance Sheet or acquired subsequent to March 31, 2005, (other than property and assets disposed of in the Ordinary Course of Business), free and clear of all liens or encumbrances of any kind whatsoever; provided, however, that the representations and warranties contained in this sentence do not cover liens or encumbrances that: (i) are reflected in the Columbia Balance Sheet or in Schedule 3.11; (ii) represent liens of current taxes not yet due or which, if due, may be paid without penalty, or which are being contested in good faith by appropriate proceedings; and (iii) represent such imperfections of title, liens, encumbrances, zoning requirements and easements, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or interfere with the present use, of the properties and assets subject thereto. The material structures and other improvements to real estate, furniture, fixtures and equipment reflected in the Columbia Balance Sheet or acquired subsequent to March 31, 2005: (A) are in good operating condition and repair (ordinary wear and tear excepted), and (B) comply in all material respects with all applicable laws, ordinances and regulations, including without limitation all building codes, zoning ordinances and other similar laws, except where any noncompliance would not materially detract from the value, or interfere with the present use, of such structures, improvements, furniture, fixtures and equipment. Columbia and the Columbia Subsidiaries own or have the right to use all real and personal properties and assets that are material to the conduct of their respective businesses as presently conducted.

Title to and Condition of Assets. (a) Each of Parent and its subsidiaries has good title to, or valid leasehold interests in, all its material properties and assets, except for minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially interfere with its ability to conduct its business as currently conducted. Except as set forth in Schedule 5.22, all such assets and properties, other than assets and properties in which Parent or any of the subsidiaries has leasehold interests, are free and clear of all Liens, and except for minor Liens, that, in the aggregate, do not and will not materially interfere with the ability of Parent or any of its subsidiaries to conduct business as currently conducted or as reasonably expected to be conducted. (b) Each of Parent and each of its subsidiaries has complied in all material respects with the terms of all leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. Each of Parent and each of its subsidiaries enjoys peaceful and undisturbed possession under all such leases. (c) Except as set forth in Schedule 5.22, to the knowledge of Parent, the buildings and premises of Parent and each of its subsidiaries that are used in its business are in adequate operating condition and in a state of adequate maintenance and repair, normal wear and tear excepted, and are adequate for the purpose for which they are currently being used, have access to adequate utility services necessary for the conduct of the business. All items of operating equipment of Parent and its subsidiaries are in adequate operating condition and in a state of reasonable maintenance and repair, ordinary wear and tear excepted.

Title to and Condition of Assets. The Sellers have good, indefeasible and marketable title to all of the Assets, free and clear of any Encumbrances (defined below). All of the Assets are in a state of good operating condition and repair, ordinary wear and tear excepted, and are free from any known defects except as may be repaired by routine maintenance and such minor defects as to not substantially interfere with the continued use thereof in the conduct of normal operations. All of the Assets materially conform to all applicable laws governing their use. No notice of any violation of any law, statute, ordinance, or regulation relating to any of the Assets has been received by any of the Sellers, COG or Cole▇▇▇, ▇▇cept such as have been fully complied with. For purposes of this Agreement, the term "ENCUMBRANCES" means all liens, security interests, pledges, mortgages, deeds of trust, claims, rights of first refusal, options, charges, restrictions or conditions to transfer or assignment, liabilities, obligations, privileges, equities, easements, rights of way, limitations, reservations, restrictions, and other encumbrances of any kind or nature.

Title to and Condition of Assets. 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. All tangible personal property included in the Assets is currently operational, as more specifically addressed in Section 6.11, complies in all respects with applicable legal requirements and is adequate and appropriate for the uses to which it is being put, except to the extent that the failure of any of the forgoing representations would not have a Material Adverse Effect. The Seller to the best of its Knowledge is not aware of the failure of any of the forgoing representations regardless of whether such failure would have or reasonably be expected to have a Material Adverse Effect. The Assets shall as of the Closing Date permit Buyer to operate the System in the same manner as operated by the Seller prior to the Closing Date.

Title to and Condition of Assets. (a) All assets (including all intangible assets) owned, held or used by the Company which are included in the Accounts or have otherwise been represented as being the property of the Company: (i) are legally and beneficially owned by it free from any Encumbrance; (ii) are in its possession or under its exclusive control; and (iii) are situated in Singapore. All debts due to the Company which are included in the Accounts or have otherwise been represented as being due to the Company are legally and beneficially owned by it free from any Encumbrance. (b) There is no Encumbrance on, over or affecting the whole or any part of the undertaking, assets or debts of the Company and there is no agreement or commitment to give or create any Encumbrance and no claim has been made by any person to be entitled to any Encumbrance and save for hire-purchases and other lease commitments arising in the ordinary course of business, none of such undertaking, assets or debts are the subject of any factoring arrangement, hire-purchase, conditional sale or credit sale agreement. (c) The Company is able to prove title to all the assets owned by it. (d) The Company has not received any sum, property or benefit the payment or transfer of which is liable to be avoided, or which is liable to be recovered from it, under any rule or law and the Company does not hold any sum, property or right as trustee or constructive trustee. (e) The assets owned by the Company comprise all the assets necessary to enable the Company to carry on its business fully and effectively in the ordinary course as carried on up to the present time and no such assets are used wholly or partly for any purpose other than its business. (f) All assets owned or used by the Company which are subject to a requirement of licensing or registration of ownership possession or use are duly licensed or registered in its sole name. (g) Nothing has occurred or is likely to occur in relation to an asset held by the Company, under a lease or similar agreement, whereby the rental payable has been, or is likely to be, increased, until the date of expiry of the same. (h) All vehicles, if any, owned by the Company (including without limitation, company vehicles used by any of its employees) are registered in its sole name and are duly licensed and insured for all purposes for which they are used, all registration documents relating thereto are in its possession, and all necessary goods vehicle operators’ licences are held by it. (i...

Title to and Condition of Assets. Each of the Company and its subsidiaries has good and marketable title to, or, in the case of leased properties and assets, has good and valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in, or which are necessary to conduct, the business of the Company and its subsidiaries as conducted as of the date hereof, free and clear of all Liens, except for (a) Liens arising under the Company’s Amended and Restated Credit Agreement dated as of April 30, 2004 (as amended, the “Credit Facility”), (b) security interests granted to the Company’s bonding company, and (c) other Liens arising in the ordinary course of business none of which are with respect to obligations that are material in amount.

Title to and Condition of Assets. (a) Seller holds and will convey to the Buyer good, insurable and marketable title to the Assets, free and clear of all mortgages, liens and encumbrances, other than those set forth on Schedule 2.07 attached hereto, which such mortgages, liens, and encumbrances shall be satisfied in full on or before the Closing Date, other than liens on equipment pursuant to any Lease or Contract to be assumed by Buyer hereunder. At Closing, Seller will also convey to the Buyer all equipment warranties and all other documentation in the possession of Seller with respect to the Assets. (b) All of the tangible Assets currently used in the operation of the Center are in good operating condition and working order, ordinary wear and tear excepted.