Title to Purchased Assets Sample Clauses

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

Title to Purchased Assets. Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (a) those items set forth in Schedule 2.7; (b) liens for taxes not yet due and payable; (c) mechanics’, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business or the Purchased Assets; (d) easements, rights of way, zoning ordinances and other similar encumbrances which are not, individually or in the aggregate, material to the business or the Purchased Assets, and which do not prohibit or interfere with the current operation of the Stores; or (e) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business or the Purchased Assets.

Title to Purchased Assets. Seller has good and valid title to all of the Purchased Assets owned by it and, valid and enforceable leasehold interests in all tangible assets leased by it, in each case, free and clear of all Encumbrances, except for the below Encumbrances as outlined in Section 6.10 of the Disclosure Schedules (the “Permitted Encumbrances”).

Title to Purchased Assets. Other than real property interests (which are addressed in Section 3.9), Seller owns and has good title to, or has a valid leasehold interest in, the Purchased Assets, free and clear of all Liens other than Permitted Liens.

Title to Purchased Assets. Seller has good, legal and valid title to all Purchased Assets, free and clear of any lien, charge, claim, pledge, security interest, priority right or other similar encumbrance (each, an "Encumbrance").

Title to Purchased Assets. Upon consummation of the transactions ------------------------- contemplated hereby, Buyer will have acquired good and marketable title in and to, or a valid leasehold interest in, each of the Purchased Assets, free and clear of all Liens.

Title to Purchased Assets. Sellers have good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (a) those items set forth in Section 4.08 of the Disclosure Schedules; (b) liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (c) mechanics’, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the Business or the Purchased Assets; (d) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the Business or the Purchased Assets, which do not prohibit or interfere with the current operation of any Real Property and which do not render title to any Real Property unmarketable; or (e) other than with respect to Owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the Business or the Purchased Assets.

Title to Purchased Assets. Seller has, or as of the Closing Date will have, good and valid title to, or a valid leasehold interest in, all of the Purchased Assets, other than with respect to the Yadkinville Facility which is addressed in Section 4.10 below. All such Purchased Assets are free and clear of Encumbrances except for the following: (a) those items set forth in Schedule 4.08; (b) liens for Taxes (i) not yet due and payable or (ii) being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (c) mechanics’, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice for amounts that are not delinquent and which are not, individually or in the aggregate, material to the Business or the Purchased Assets and any other imperfections of title that are not material to the Business and do not materially impair the continued use and operation of the Purchased Assets to which they relate in the conduct of the Business as presently conducted; (d) easements and/or rights of way (and the rights of any party thereunder, including any Governmental Authority or railroad or utility company), zoning ordinances, covenants, conditions and restrictions, judgments and other liens or encumbrances affecting the Yadkinville Facility or its use which are either (i) of record as of the date hereof (or otherwise reflected on the existing owners title policy provided to Buyer), or as of the Closing Date, if same were not incurred or recorded as a result of any act or omission of Seller, or (ii) not, individually or in the aggregate, material to the Business or the Purchased Assets, which do not prohibit or materially interfere with the current operation of the Yadkinville Facility and which do not render title to the Yadkinville Facility unmarketable; or (e) other than with respect to the Yadkinville Facility, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the Business or the Purchased Assets.

Title to Purchased Assets. Upon consummation of the transactions contemplated hereby, Buyer will have acquired good and marketable title in and to, or a valid leasehold interest in, each of the Purchased Assets, free and clear of all Liens, except for Permitted Liens.

Title to Purchased Assets. Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as "Permitted Encumbrances"): (a) those items set forth in Section 4.08 of the Disclosure Schedules; (b) liens for Taxes not yet due and payable; (c) mechanics', carriers', workmen's, repairmen's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the Business or the Purchased Assets; or (d) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the Business or the Purchased Assets.