Title to Assets; Encumbrances Clause Samples

Title to Assets; Encumbrances. (a) Seller or the Subsidiary has good and indefeasible title to the Assets reflected in the Financial Statements except those disposed of since the date of the Financial Statements in the ordinary course of business or otherwise disposed of in accordance with this Agreement. None of the Assets are subject to any Encumbrance except (i) Encumbrances described in Schedule 5.5(a) and (ii) Permitted Encumbrances. Upon consummation of the transactions contemplated by this Agreement and the Related Documents and receipt of all Consents listed on Schedule 5.3, Seller will have assigned, transferred and conveyed to Buyer good and transferable title to the Assets, including the Subsidiary, free and clear of all Encumbrances except those Encumbrances referred to in clauses (i) and (ii) above. (b) Attached as Schedule 5.5(b)(i) is a list of all real property owned by Seller or its Affiliates (including the Subsidiary) relating to the Business (the “Owned Real Property”). Attached as Schedule 5.4(b)(ii) is a list of all leases, licenses or other occupancy agreements (“Leases”) under which Seller (or its Affiliates (including the Subsidiary)) is a landlord, tenant, licensor, licensee or occupant relating to the Business (the “Leased Real Property”). (c) Except as set forth in Schedule 5.5(c)(i), Seller or the Subsidiary owns or possesses all Easements (as set forth on Schedule 5.5(c)(ii)), which Easements are sufficient to conduct the Business as now being conducted without any known conflict with the rights of others, in each case except to the extent that the failure to own or possess such Easements would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. (d) Except in cases that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect, (i) Seller or the Subsidiary enjoys peaceful and undisturbed possession under all material Leased Real Property, and (ii) all such Leases are valid and subsisting and in full force and effect. (e) There are no pending or Threatened events of default or monetary defaults existing under any Leases or Easements, and all Easements are in full force and effect. There are no pending or Threatened (i) condemnation or similar proceedings relating to any Owned Real Property or Easements or (ii) proceedings to change any zoning classification affecting any Owned Real Property or Easements

Title to Assets; Encumbrances. 2.11.1 Except as shall be set forth in Section 2.11 of the Disclosure Schedule, UAC owns its material assets, whether real, personal or intangible, free and clear of all Encumbrances, except for (i) liens for current taxes and assessments not yet due, or being contested in good faith by appropriate proceedings, (ii) mechanic's liens arising under the operation of law or for actions contested in good faith or for which payment arrangements have been made, (iii) liens granted or incurred by UAC in the ordinary course of its business or in connection with the financing of office space, furniture and equipment in the ordinary course of its business, (iv) easements, covenants, restrictions and other exception to title of record (which do not materially and adversely affect the operation of UAC), (v) Encumbrances otherwise described in Section 2.11 of the Disclosure Schedule, or (vi) Encumbrances reflected on the balance sheet at December 31, 1998 of UAC; 2.11.2 Except as shall be set forth on Section 2.11 of the Disclosure Schedule, there are no parties in possession of any of the material assets of UAC other than UAC, other than personal property held by third parties in the reasonable and ordinary course of business. Subject to the Encumbrances set forth in Section 2.11 of the Disclosure Schedule or described in Section 2.11.1, UAC enjoys full, free and exclusive use and quiet enjoyment of its material assets and its rights pertaining thereto. Subject to the Encumbrances set forth in Section 2.11 of the Disclosure Schedule or described in Section 2.11.1, UAC enjoys peaceful and undisturbed possession under all leases under which it is lessee.

Title to Assets; Encumbrances. Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances other than those described in Exhibit 3.7 (“Encumbrances”). Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all Encumbrances other than those identified on Exhibit 3.7 as acceptable to Buyer (“Permitted Encumbrances”).

Title to Assets; Encumbrances. (a) Seller owns good and marketable title to its respective estates in the Real Property, free and clear of any Encumbrances, other than: (i) liens for Taxes for the current tax year which are not yet due and payable; and (ii) those described in Part 3.9(a) ("Real Estate Encumbrances"). True and complete copies of (A) all deeds, existing title insurance policies and surveys of or pertaining to the Real Property and (B) all instruments, agreements and other documents evidencing, creating or constituting any Real Estate Encumbrances have been delivered to Buyer. Seller warrants to Buyer that, at the time of Closing, the Real Estate shall be free and clear of all Real Estate Encumbrances other than those identified on Part 3.9(a) as acceptable to Buyer ("Permitted Real Estate Encumbrances"). (b) Seller owns good and transferable title to all of the other Assets free and clear of any Encumbrances other than those described in Part 3.9(b) ("Non-Real Estate Encumbrances"). Seller warrants to Buyer that, at the time of Closing, all other Assets shall be free and clear of all Non-Real Estate Encumbrances other than those identified on Part 3.9(b) as acceptable to Buyer ("Permitted Non-Real Estate Encumbrances" and, together with the Permitted Real Estate Encumbrances, "Permitted Encumbrances").

Title to Assets; Encumbrances. (a) Seller owns good and marketable title to its respective estates in the real property described in Schedules 3.7 and 3.8, free and clear of any Encumbrances, other than: (i) liens for Taxes for the current tax year which are not yet due and payable; and (ii) those described in Schedule 3.9(a) (“Real Estate Encumbrances”). Seller warrants to Buyer that, at the time of Closing, the real estate shall be free and clear of all Real Estate Encumbrances other than those identified on Schedule 3.9(a) as acceptable to Buyer (“Permitted Real Estate Encumbrances”). (b) Seller owns good and transferable title to all of the other Assets free and clear of any Encumbrances other than those described in Schedule 3.9(b) (“Non-Real Estate Encumbrances”). Seller warrants to Buyer that, at the time of Closing, all other Assets shall be free and clear of all Non-Real Estate Encumbrances other than those identified on Schedule 3.9(b) as acceptable to Buyer (“Permitted Non-Real Estate Encumbrances” and, together with the Permitted Real Estate Encumbrances, “Permitted Encumbrances”).

Title to Assets; Encumbrances. 3.8.1 PROVIDENCE and its subsidiaries own their respective assets, whether real, personal or intangible, free and clear of all Encumbrances, except (i) liens for current taxes and assessments not yet due or being contested in good faith by appropriate proceedings, (ii) mechanic's liens arising under the operation of law or for actions contested in good faith or for which payment arrangements have been made, (iii) liens granted or incurred by PROVIDENCE or any of its subsidiaries in the ordinary course of its business or in connection with the financing of office space, furniture and equipment in the ordinary course of its business, (iv) easements, covenants, restrictions and other exceptions to title of record which do not materially and adversely affect the operations of PROVIDENCE and its subsidiaries, (v) such Encumbrances as do not secure indebtedness in excess of $10,000, which in the aggregate (meaning as to PROVIDENCE and all of its subsidiaries) do not secure indebtedness in excess of $10,000, or (vi) Encumbrances reflected in the SEC Documents; 3.8.2 Except as set forth in the Form 10-KSB for the period ended December 31, 1999 ("Form 10-K"), there are no parties in possession of any of the assets of PROVIDENCE or its subsidiaries other than PROVIDENCE or such subsidiaries, other than personal property held by third parties in the reasonable and ordinary course of business. Except as set forth in the Form 10-K, PROVIDENCE and each of its subsidiaries enjoy full, free and exclusive use and quiet enjoyment of their respective assets and all rights pertaining thereto, and PROVIDENCE and its subsidiaries enjoy peaceful and undisturbed possession under all leases under which any of them is lessee.

Title to Assets; Encumbrances. Seller owns good and transferable title to all the Assets free and clear of any Encumbrances other than (a) those described in Part 3.8, (b) those for Taxes not yet due and payable, (c) statutory Encumbrances of landlords with respect to Real Property Leases, (d) Encumbrances of carriers, warehousemen, mechanics, materialmen and repairmen incurred in the Ordinary Course of Business and not yet delinquent, and (e) in the case of Real Property Leases, in addition to items (b) and (c), zoning, building, or other restrictions, variances, covenants, rights of way, encumbrances, easements and other minor irregularities in title, none of which, individually or in the aggregate, interfere in any material respect with the present use of or occupancy of the affected parcel by Seller (collectively, “Permitted Encumbrances”).

Title to Assets; Encumbrances. (a) The Company does not own or lease any real property and as of the Closing, will not lease any Personal Property. (b) The Company has good and marketable title to all machines, furniture, equipment and other tangible personal property used exclusively by Company in its Business and located on the third floor of Seller's headquarters building, 333 Butternut Drive, Dewitt, New Yo▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ssets are referred to as "Owned Tangible Personal Property." All of the Owned Tangible Personal Property are owned by Company free and clear of all Liabilities or Encumbrances. (c) Except as disclosed in Schedule 5.6 of the ------------ Disclosure Schedules, Company has good and marketable title to, or right to use by valid enforceable Lease or Contract, all other properties and assets (whether real, personal, tangible, intangible or otherwise) Company purports to own or which Company has exclusive use of in its Business. All of such properties or assets and such Owned Tangible Personal Property are referred to collectively as "Personal Property." (d) Seller and its Related Persons have good and marketable title to the Agway, Inc. Assets to be transferred to Purchaser pursuant to Article 3 of this Agreement (subject to the software licenses listed on Schedule 3.1(c)) (of the Disclosure Schedules), free and clear of all Liabilities or Encumbrances except as listed in Schedule 3.1(c) of the Disclosure Schedules, which Liabilities or Encumbrances shall be satisfied or released prior to the Closing. (e) With respect to each Lease of the Personal Property (i) Company has a valid leasehold interest in such Personal Property, (ii) such Lease is in full force and effect in accordance with its terms, (iii) all rents and other monetary amounts that have become due and payable thereunder have been paid in full, (iv) no waiver, indulgence, extension or postponement of any obligations thereunder has been granted by any party thereto, (v) there exists no default or breach (or an event that, with notice or lapse of time or both, would constitute a default or breach) under such Lease, and (vi) the transactions contemplated by this Agreement will not constitute a default or breach, or cause the termination or any modification, of such Lease.

Title to Assets; Encumbrances. Seller owns, and will transfer, upon consummation of the Contemplated Transactions, good and transferable title to all of the Assets free and clear of any Encumbrances.