Title to Tangible Property Sample Clauses
The "Title to Tangible Property" clause establishes when and how ownership of physical assets transfers from one party to another in a transaction. Typically, this clause specifies the exact point—such as upon delivery, payment, or acceptance—at which the buyer gains legal title to the goods, and may outline any conditions that must be met for the transfer to occur. Its core function is to clearly allocate ownership rights and associated risks, thereby preventing disputes over who holds title to the property at any given time.
Title to Tangible Property. Except as otherwise set forth in or contemplated by the Registration Statement and Prospectus, the Company has good and marketable title to all items of personal property owned by the Company, free and clear of any security interest, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company, and any real property and buildings held under lease by the Company are held under valid, subsisting and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such property and buildings by the Company.
Title to Tangible Property. WWC shall obtain good and marketable title to all of the tangible property included in the Purchased Assets, including all Documentation and related business records of Asyst, free and clear of all title defects, liens, restrictions, claims, charges, security interests or other encumbrances of any nature whatsoever, including any mortgages, leases, chattel mortgages, conditional sales contracts, collateral security arrangements or other title or interest retention arrangements.
Title to Tangible Property. Purchaser at Closing shall obtain good and marketable title to all of the tangible Assets (i.e., the Equipment, Inventory, Office Furniture, and Business Records), free and clear of all title defects, liens, restrictions, claims, charges, security interests, or other encumbrances of any nature whatsoever, including any mortgages, leases (except for the Leases disclosed in Schedule 1(a)(vii)), chattel mortgages, conditional sales contracts, collateral security arrangements, or other title or interest retention arrangements.
Title to Tangible Property. Except for assets disposed of in the ordinary course of business, the Company and the Subsidiaries have good and marketable title to each item of equipment and other tangible personal property reflected on the Balance Sheet as owned by the Company and the Subsidiaries, free and clear of all Encumbrances, except for Permitted Encumbrances.
Title to Tangible Property. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each of the Company and its Subsidiaries has good and valid title to, or a valid leasehold interest in, all the tangible properties and assets which it purports to own or lease, including all the tangible properties and assets reflected on consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules).
(b) All tangible properties and assets reflected therein are held free and clear of all Encumbrances, except for Encumbrances reflected on consolidated balance sheets included in or incorporated by reference into the Company Reports or that are otherwise not material to the Company or any of its Subsidiaries.
Title to Tangible Property. Except as otherwise set forth in or contemplated by the Registration Statement and Prospectus, the Company and each of its subsidiaries has good and marketable title to all items of personal property owned by the Company and each such subsidiary, free and clear of any security interest, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or its subsidiaries, and any real property and buildings held under lease by the Company and its subsidiaries are held under valid, subsisting and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such property and buildings by the Company and its subsidiaries.
Title to Tangible Property. (a) A Selling Entity has good and valid title to, or a valid leasehold interest in or license to, all of the tangible Purchased Assets, free and clear of any Liens (other than Permitted Liens).
(b) Except in each case as would not reasonably be expected to be material to the Business, or as set forth on Section 4.05(b) of the Disclosure Letter, all tangible Purchased Assets (i) have been maintained in accordance with the ordinary course policies, procedures and standards of the Business, and are not the subject of any deferred maintenance or deferred capital expenditures and (ii) are in normal operating condition and repair, ordinary course wear and tear excepted.
Title to Tangible Property. Except for assets disposed of in the Ordinary Course of Business, as permitted by Section 6.01 or as contemplated by any Transaction Agreement, since November 30, 2009, each of the Company and the Transferred Subsidiaries has, and immediately following the Closing Date, will continue to have, good and marketable title to, or a valid leasehold interest in, all of the material assets and properties used by it (whether real, personal or mixed, or whether tangible or intangible) that are reflected in the SI Unaudited Reporting Package as owned or leased by it or acquired or leased by it after November 30, 2009 or located on its premises, free and clear of all Liens, except for Permitted Liens (other than FRBNY Liens).
Title to Tangible Property. Seller or a Selling Affiliate has good and valid title to, and the right to transfer (or cause to be transferred) in accordance with the terms of this Agreement, all of the tangible Transferred Assets, free and clear of any Liens other than Permitted Liens.
Title to Tangible Property. Seller has good and marketable title to all of the tangible Assets free and clear of all material Liens whatsoever, except for the Leases disclosed in Schedule 1.1.6 and Permitted Liens.