Title to the Contributed Assets Sample Clauses

The "Title to the Contributed Assets" clause establishes that the party contributing assets to a transaction has clear and valid ownership of those assets and the legal right to transfer them. In practice, this clause typically requires the contributor to warrant that the assets are free from liens, claims, or encumbrances, and that no third party has rights to the assets being transferred. This ensures that the recipient receives full and undisputed ownership, thereby reducing the risk of future disputes or challenges regarding the legitimacy of the asset transfer.
Title to the Contributed Assets. Upon consummation of the transactions contemplated hereby, Supernus will have acquired good title in and to, or a valid leasehold interest in, each of the Contributed Assets, free and clear of all Liens, except for Permitted Liens, and the right to use the Contributed Assets, subject to the terms and conditions of this Agreement, the Transaction Documents and Contracts with third parties that are in respect of or relate to the Contributed Assets.
View SourceView Similar (3)
Title to the Contributed Assets. All of the IP Assets of CQENS and its Affiliates are set forth on Exhibit A. CQENS has good and defensible title, or in the case of each Contract, a valid contractual interest therein, to the Contributed Assets, free and clear of any Claims whatsoever, and upon execution of this Agreement, LEAP will acquire good and defensible license thereto.
View Source
Title to the Contributed Assets. (a) The AHI Contributors have good and valid title to the Contributed Assets free and clear of Encumbrances (except for Permitted Encumbrances and Encumbrances imposed under applicable federal and state securities Laws). Following the Sponsor to HoldCo Pre-Closing Contributions and the HoldCo to NewCo Pre-Closing Contributions, good and valid title to the Contributed Assets, free and clear of any and all Encumbrances (except for Permitted Encumbrances and Encumbrances imposed under applicable federal and state securities Laws) will pass to HoldCo and then to NewCo, respectively. (b) Each of HoldCo and NewCo has been formed in connection with the transactions contemplated by this Agreement. Prior to the Sponsor to HoldCo Pre-Closing Contributions and the HoldCo to NewCo Pre-Closing Contributions, other than with respect to Liabilities incident to its formation and other rights and Liabilities under this Agreement and any Ancillary Documents, NewCo did not and does not have any Assets or Liabilities, and other than the execution and performance of this Agreement and the Ancillary Document(s) to which NewCo is a party, NewCo has not conducted and is not conducting any operations or business. Immediately prior to and at the Closing, NewCo and its Subsidiaries will not own equity in any other Person, other than NewCo’s equity ownership in ▇▇▇▇ III Advisor, ▇▇▇▇ IV Advisor, AHI Management Services, Inc., American Healthcare RE Fund GP, LP, AHI Advisor, LLC, AHI Holdings GP, LLC, AHI RE Fund GP, LP and AHI RE Fund UGP, LLC (each of which currently is, or will be as of the Closing, a direct wholly owned Subsidiary of NewCo). (i) The AHI Contributors and the ▇▇▇▇▇▇▇ Contributor are collectively the beneficial owners and owners of record of all of the issued and outstanding membership units of HoldCo, (ii) HoldCo is the beneficial owner and owner of record of all of the NewCo Interests, and (iii) immediately prior to the Closing, NewCo will be the beneficial owner and owner of record of all of the issued and outstanding membership interests in ▇▇▇▇ III Advisor and in ▇▇▇▇ IV Advisor, in each case free and clear of any Encumbrances (other than Permitted Encumbrances and Encumbrances imposed under applicable federal and state securities Laws). All of the NewCo Interests (and equity interests in NewCo’s Subsidiaries) have been validly issued, are fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights. There are no Contrac...
View Source

Related to Title to the Contributed Assets

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Title to the Assets Corporation owns (with good title) all of the properties and assets (whether real, personal or mixed and whether tangible or intangible) that it purports to own including all the properties and assets reflected as being owned by Corporation in the financial Books and Records. Corporation is the sole and unconditional owner of such assets free and clear of all Liens except as disclosed in Schedule 3.2(l).

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

  • Title to Purchased Assets Seller owns and has good title to the Purchased Assets, free and clear of Encumbrances.

  • Title to Properties The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, 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 such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid 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 real property, improvements, equipment or personal property by the Company or such subsidiary.