Common use of Title to Assets; Encumbrances Clause in Contracts

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. (a) As of the Closing, the real property demised by the Leases listed on Schedule 2.1(a) (each a “Real Property Lease”) constitute all of the real property leased (whether or not occupied and including any Leases assigned or leased premises sublet for which the Company remains liable), used or occupied by the Seller owns good relating exclusively to the Business. (b) Seller has a valid and marketable title to its respective estates existing leasehold interest in the real property described in Schedules 3.7 and 3.8listed on Schedule 2.1(a), 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) than those Encumbrances described in on Schedule 3.9(a3.5(b) (“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”). (bc) Seller owns good and transferable title to all of the other Assets free and clear of any Encumbrances other than those Encumbrances described in on Schedule 3.9(b3.5(c) (the “Non-Real Estate Encumbrances” and, together with the Real Estate Encumbrances, “Permitted 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(b3.5(c) as acceptable to Buyer Buyer. (“Permitted Non-Real Estate Encumbrances” andd) Each of Seller’s Representatives, together with members, subsidiaries and Related Persons have transferred or assigned all of their right, title and interest in and to the Permitted Real Estate Encumbrances, “Permitted Encumbrances”)Assets.

Title to Assets; Encumbrances. (a) Each Seller and each Foreign Subsidiary owns good and marketable title to its respective Lease estates in the real property described in Schedules 3.7 and 3.8Real 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 Schedule Part 3.9(a) (“Real Estate Encumbrances”). Seller warrants True and complete copies of all instruments, agreements and other documents evidencing, creating or constituting any Real Estate Encumbrances have been delivered to Buyer that, at Buyer. At the time of Closing, the real estate Real Estate shall be free and clear of all Real Estate Encumbrances other than those identified on Schedule Part 3.9(a) as acceptable to Buyer (“Permitted Real Estate Encumbrances”). (b) Seller owns Sellers own good and transferable title to all of the other Assets free and clear of any Encumbrances other than those described in Schedule Part 3.9(b) (“Non-Real Estate Encumbrances”). Seller warrants to Buyer that, at 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 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 has good and marketable title to its respective estates in the real property described in Schedules 3.7 and 3.8Real 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 Schedule 3.9(a3.8(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 Real Property shall be free and clear of all Real Estate Encumbrances other than only those identified on Schedule 3.9(a3.8(a) as acceptable to Buyer (“Permitted Real Estate Encumbrances”). (b) Seller owns good and transferable title to all of the other Assets Assets, free and clear of any Encumbrances other than those described in Schedule 3.9(b3.8(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(b3.8(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 3.8Real 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 and (ii) those described in on Schedule 3.9(a3.9(a)(i) (“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 Real Property shall be free and clear of all Real Estate Encumbrances other than those identified on Schedule 3.9(a3.9(a)(ii) as acceptable to Buyer (“Permitted Real Estate Encumbrances”), it being understood by the parties that, except for liens for Taxes for the current year which are not yet due and payable, any liens against the Real Property that are capable of discharge with the payment of money shall not constitute 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 on Schedule 3.9(b3.9(b)(i) (“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(b3.9(b)(ii) 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 3.8Real Property, free and clear of any Encumbrances, other than: than (i) liens for Taxes for the current tax year which are not yet due and payable; and and (ii) those described in Schedule 3.9(a5.9(a) (“Real Estate Encumbrances”). Seller warrants True and complete copies of (A) all deeds, existing title insurance policies and surveys of or pertaining to Buyer thatthe Real Property and (B) all instruments, at agreements and other documents evidencing, creating or constituting any Real Estate Encumbrances have been delivered to Buyer. At the time of Closing, the real estate Real Estate shall be free and clear of all Real Estate Encumbrances other than those identified on Schedule 3.9(a5.9(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(b5.9(b) (“Non-Real Estate Encumbrances”). Seller warrants to Buyer that, at 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(b5.9(b) as acceptable to Buyer (“Permitted Non-Real Estate Encumbrances” and, together with the Permitted Real Estate Encumbrances, “Permitted Encumbrances”).