Title to Properties and Assets Clause Samples
The "Title to Properties and Assets" clause establishes which party holds legal ownership and rights to specific properties and assets referenced in the agreement. It typically clarifies that the seller or transferor has clear, marketable title to the assets being sold or transferred, free from liens or encumbrances unless otherwise disclosed. This clause ensures that the buyer or recipient receives unencumbered ownership, thereby reducing the risk of future disputes or claims regarding the assets' legal status.
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Title to Properties and Assets. (a) As of the Closing, one or more of the Sellers and/or their respective Affiliates will have good and valid title to the Acquired Assets, in each case free and clear of all Encumbrances, other than Permitted Encumbrances.
(b) The Acquired Equipment is in good operating condition for the purposes for which it is currently being used or intended to be used, subject to ordinary wear and tear.
(c) The Acquired Marketing Records and Acquired Regulatory Documentation constitute all Marketing Records and Regulatory Documentation owned by the Sellers or any of their respective Affiliates, in each case, relating exclusively to the Products or the Exploitation (other than the Supply Chain Actions) of the Products. The Acquired Marketing Records and Acquired Regulatory Documentation constitute all Marketing Records and Regulatory Documentation necessary and sufficient for the Exploitation (other than the Supply Chain Actions) of the Products as they are presently being Exploited (other than the Supply Chain Actions) by the Sellers and their respective Affiliates. The In-Licensed Intellectual Property constitutes all of the Intellectual Property licensed to the Sellers or any of their respective Affiliates, in each case relating exclusively to the Products. The Acquired Intellectual Property Rights, together with the In-Licensed Intellectual Property, the licenses granted pursuant to Sections 6.8 and 6.9 and any Intellectual Property provided to Purchaser or its Affiliates under the Ancillary Agreements, constitute all Intellectual Property rights necessary and sufficient for the Exploitation of the Products as they are presently being Exploited by the Sellers and their respective Affiliates.
(d) The sale and transfer of the Acquired Assets to Purchaser or its Affiliates hereunder constitutes the sale of all or substantially all of the assets of FLH to which the Takeda License relates.
(e) None of the Sellers or any of their respective Affiliates own or license any product or product candidate (other than the Products), the Exploitation of which would constitute a Competing Activity.
Title to Properties and Assets. The Transferor Partnership is the sole owner of the Property. Except as disclosed on the Financial Statements, the Transferor Partnership does not own, or otherwise hold any interest in, any material assets other than the Property.
Title to Properties and Assets. None of the Company or its Subsidiaries owns, or has ever owned, any real property. The Company’s or is Subsidiary’s possession, occupancy, lease, use and/or operation of each such leased property conforms to all applicable Laws in all material respects, and the Company or its Subsidiary, as applicable, has exclusive possession of each such leased property and leasehold interest and has not granted any occupancy rights to tenants or licensees with respect to such leased property or leasehold interest. In addition, each such leased property and leasehold interest is free and clear of all Encumbrances other than Permitted Encumbrances. The Company and each of its Subsidiaries owns, and has good and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all tangible properties or tangible assets and equipment used or held for use in their respective business or operations or purported to be owned by any of them, including: (a) all tangible assets reflected on the Unaudited Interim Balance Sheet and (b) all other tangible assets reflected in the books and records of the Company as being owned by the Company or any of its Subsidiaries. All of such assets are owned or, in the case of leased assets, leased by the Company or any of its Subsidiaries free and clear of any Encumbrances, other than Permitted Encumbrances.
Title to Properties and Assets. Each Group Company has good and marketable title to, and legally and beneficially owns or has valid leasehold interests or rights to use, all its property and assets, free and clear of all mortgages, liens, loans and encumbrances, except for liens for Taxation, assessments or other governmental charges or levies not yet due, and statutory liens for landlords, carriers, warehousemen, mechanics and other liens imposed by law created in the ordinary course of business of the Group Company consistent with past practices for amounts not yet due.
Title to Properties and Assets. Each Group Company has good and marketable title to its properties and assets held in each case subject to no mortgage, pledge, lien, encumbrance, security interest or charge of any kind. With respect to the property and assets it leases, except as disclosed in Section 3.07 of the Disclosure Schedule, each Group Company has obtained all necessary approvals, permits or authorizations from relevant governmental authorities and the owners of such property and assets, and is in compliance with such leases and such Group Company holds valid leasehold interests in such assets free of any liens, encumbrances, security interests or claims of any party other than the lessors of such property and assets.
Title to Properties and Assets. The Borrower Partnership does not own, or otherwise hold any interest in, any assets other than the Borrower Partnership Loan to the Transferor Partnership.
Title to Properties and Assets. Each Group Company has good and marketable title to all respective properties and assets, in each case such property and assets are subject to no Liens. With respect to the property and assets it leases, each Group Company is in compliance with such leases and holds valid leasehold interests in such assets free of any Liens.
Title to Properties and Assets. The BRI Partnership or its subsidiaries or affiliates is the owner as described in the SEC Filings with good title to its properties as described in the SEC Filings, subject to such financings, easements, restrictions and other matters which do not have a material adverse effect on the operation of such properties in accordance with the BRI Partnership's past practices. Except as disclosed in the SEC Filings, the BRI Partnership does not own, or otherwise hold any interest in, any other material properties.
Title to Properties and Assets. The Company has good and marketable title to all respective properties and assets reflected on its account books, in each case subject to no mortgage, pledge, lien, encumbrance, security interest or charge of any kind. With respect to the property and assets it leases, the Company and the lessor are in compliance with such leases and the Company holds valid leasehold interests in such assets free of any liens, encumbrances, security interests or claims of any party other than the lessors of such property and assets.
Title to Properties and Assets. Except as to matters that would not reasonably be expected to have a Company Material Adverse Effect, each member of the Company Group has title to or rights or interests in its real property and personal property, free and clear of all Liens (subject to Permitted Liens), sufficient to allow it to conduct its business as currently being conducted.