Title to and Use of Property Sample Clauses
The "Title to and Use of Property" clause establishes who holds legal ownership of property and outlines the permitted uses of that property during the term of an agreement. Typically, this clause clarifies whether the seller retains title until full payment is made or if the buyer assumes ownership immediately, and it may specify restrictions on how the property can be used, such as prohibiting subleasing or limiting use to certain activities. Its core function is to prevent disputes by clearly defining ownership rights and usage limitations, thereby protecting the interests of both parties.
Title to and Use of Property. Upon entry and effectiveness of, and in accordance with the terms of, the Sale Order and the Bankruptcy Code, and upon receipt of the release of the Parent's lenders, Sellers shall have the power and right to sell, assign, transfer and deliver, as the case may be, to Buyer the Acquired Assets free and clear of any and all Encumbrances other than Permitted Encumbrances and Assumed Liabilities.
Title to and Use of Property. Title to any equipment or personal property purchased to accomplish any milestones under this Agreement vests in the Subrecipient upon acquisition, with the condition that the Subrecipient must use the equipment or property for this award as long as it is needed for such.
Title to and Use of Property. Except as set forth on Schedule 4.8(a) and excluding the Excluded Assets, at the Closing, Seller will convey and Buyer will acquire good, valid and marketable title to, or a valid leasehold interest in, the Purchased Assets, free and clear of any and all Encumbrances (including any and all Claims that may arise by reason of the execution, delivery or performance by Seller of this Agreement) other than Permitted Encumbrances. Except as set forth on Schedule 4.8(b), each of the Acquired Aether Entities has good, valid and marketable title to, or a valid leasehold interest in, the AAE Purchased Assets, free and clear of any and all Encumbrances (including any and all Claims that may arise by reason of the execution, delivery or performance by Seller of this Agreement) other than Permitted Encumbrances.
Title to and Use of Property. (i) At the Closing, subject to the entry of the 363 Order, the Purchaser will acquire good and marketable title to all of the Assets, in each case free and clear of all Encumbrances (including any claims that may arise by reason of the execution, delivery or performance by the Seller of this Agreement) other than Permitted Encumbrances. Except as disclosed on SCHEDULE 4.13(a)(i), all of the Assets are and, at the Closing, will be located at the facilities described in Sections 4.13(a)(ii) and at the Seller's property in Gladwin, Michigan.
(ii) All real estate constituting any part of the Assets that is used or held by the Seller pursuant to any lease or other contractual arrangement is designated in SCHEDULE 4.13 (the "LEASED REAL PROPERTY"), which Schedule 4.13 also sets forth the date of, and parties to, each real property lease, the date of, and parties to, each amendment, modification and supplement thereto, the term and renewal terms (whether or not exercised) thereof and a brief description of the Leased Real Property covered thereby. Except as set forth on SCHEDULE 4.13, there is no underlying mortgage, deed of trust, lease, grant of term or other estate in or interest affecting any Leased Real Property which is superior to the interest of the Seller, whichever is applicable, as tenant under the applicable real property lease. The Seller has no ownership, financial or other interest in the landlord under any real property lease.
(iii) As to all Assets of the type described in Section 4.13(a)(iii), either (A) the Seller is not in default or delinquent in any material respect in performing its obligations under the applicable Assumed Contract or Assumed Lease, as the case may be, except as disclosed on SCHEDULE 4.13(a)(iv), or (b) any such default or delinquency will be fully cured (in accordance with the terms of this Agreement or otherwise, including by payment of the Cure Amount), or otherwise may not be asserted against the Purchaser or the Assets, as a result of the entry by the Bankruptcy Court of the 363 Order and the 365 Order, such that the Seller's rights in and under all such Assumed Contracts and Assumed Leases shall vest in the Purchaser upon the Closing without reversion or diminution.
(iv) Given the Seller's actual financial condition and liquidity, all buildings, structures and other improvements included within the Leased Real Property are in good operating condition and repair, subject to continued repair and replacement in accordanc...
Title to and Use of Property. (a) At the Closing, the Purchaser will acquire all of each Seller's right, title and interest in, to and under all of the Assets, in each case free and clear of any and all Encumbrances (including, without limitation, any and all claims that may arise by reason of the execution, delivery or performance by the Sellers of this Agreement) other than Permitted Encumbrances and with respect to Assumed Contracts, subject to the Purchaser's obligations under Section 1.3(a)(ii);
(b) Except for any assets that are Excluded Assets, the Assets include, without limitation, all real property interests and related rights and interests and all personal property of the Sellers, both tangible and intangible, materially necessary to conduct the Business as it is currently conducted by the Sellers and/or any of their subsidiaries, to provide all services currently provided by the Sellers and/or any of their subsidiaries, and none of such Assets are owned by any subsidiaries of GST other than the Sellers. All of the Excluded Assets located outside of the United States are of DE MINIMUS value and are not material to the conduct of the Business.
(c) Except as disclosed in Section 3.3 of the Seller Disclosure Letter, the Sellers have all Permits that are material to the conduct of the Business. All such Permits are listed on Section 3.14(c) of the Seller Disclosure Letter and are in full force and effect. Except as set forth on Section 3.14(c) of the Seller Disclosure Letter, no material violations are or have been committed in respect of any material Permit and no proceeding is pending or, to the best knowledge of any of the Sellers, threatened to revoke or limit any material Permit.
Title to and Use of Property. Except as set forth on Schedule 4.8 and excluding the Excluded Assets, at the Closing, Seller will convey and Buyer will acquire good and valid title to, or a valid leasehold interest in, the Purchased Assets, free and clear of any and all Encumbrances (including any and all Claims that may arise by reason of the execution, delivery or performance by Seller of this Agreement) other than Permitted Encumbrances.
Title to and Use of Property. (a) Seller does not own any real property. Seller leases the Property pursuant to an [written/unwritten]2 lease agreement by and between Seller, as tenant, ███████████████ a Florida limited liability company, as landlord (the “Lease”). Other than the Lease, Seller is not a party to any other lease. There are no leases, subleases, licenses or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Property.
(b) Schedule 5.12(b) contains a correct and complete list, for any individual item with a current market value in excess of $500.00, of (a) all fixed assets owned or leased by, in the possession of, or used by the Seller in connection with the Business and (b) all other tangible and intangible personal property, rights, and assets owned or leased by, in the possession of, or used by the Seller in connection with the Business (except for the Property), including, without limitation, equipment, fixtures, computer hardware, and software.
(c) Seller has good and valid title to, or a valid leasehold interest in, the Assets, except for any Encumbrances set forth on Schedule 5.12(c). Any Encumbrances disclosed on Schedule 5.12(c) shall be released on or before the Closing. At the Closing, Seller shall transfer and convey, and Purchaser will acquire title to, all Assets free and clear of any and all Encumbrances (including, without limitation, any and all claims that may arise by reason of the execution, delivery or performance by Seller of this Agreement). At Closing, Purchaser will be vested with good and valid title and interest in and to the Assets.
(d) Except for any assets that are Excluded Assets, the Assets include, without limitation, all personal property of Seller, both tangible and intangible, necessary to conduct the Business, and none of such Assets are owned by any other Person other than Seller. The Assets are located at the Property.
(e) Seller has and holds all Permits and such other permits and licenses and all approvals of governmental authorities and agencies that are material to or necessary for the conduct, ownership, and operation of the Business and the Assets and each veterinarian employed by the Seller holds all Permits and such other permits and licenses and all approvals of governmental authorities and agencies necessary or material for the practice of veterinary medicine by such veterinarian, all of which are identified on Schedule 1.1(a)(vi). No material violations are...
Title to and Use of Property. (a) At the Closing, the Purchaser will acquire good, valid and marketable title to all of the Assets, in each case free and clear of any and all Encumbrances (including, without limitation, any and all claims that may arise by reason of the execution, delivery or performance by the Sellers of this Agreement) other than Permitted Encumbrances.
(b) Except for any assets that are Excluded Assets, the Assets include, without limitation, all real property interests and related rights and interests and all personal property of the Sellers, both tangible and intangible, used, held for use or usable in the operation of the Business or necessary to the conduct of the Business as it is currently conducted by the Sellers. Except as identified on Section 3.13(b) of the Seller Disclosure Letter, no Assets are shared with or used by any non-Seller third party or entity (including any radio station directly or indirectly owned or operated by ▇▇▇▇ ▇▇▇▇▇).
(c) The Sellers have all Permits that are material to the conduct of the Business. All such Permits are listed in Section 1.1(d) of the Seller Disclosure Letter and are in full force and effect. Except as set forth in Section 3.13(c) of the Seller Disclosure Letter, no material violations are or have been committed in respect of any material Permit and no proceeding is pending or, to the knowledge of the Sellers or the Bankruptcy Administrative Officer, threatened to revoke or limit any material Permit.
Title to and Use of Property. (DECEMBER 2014)
Title to and Use of Property. (a) (i) At the Closing Purchaser will acquire good and marketable title to all of the Assets, in each case free and clear of any and all Encumbrances (including, without limitation, any and all claims that may arise by reason of the execution, delivery or performance by Sellers of this Agreement), other than Permitted Encumbrances and with respect to Assumed Contracts and Assumed Leases, subject to Purchaser's obligation to make the $500,000 of payments provided for in Section 1.4(d) or Section 1.5, as applicable;