Title. Seller has good and marketable title to all of the Acquired Assets (including, without limitation, all Client Accounts and all records, files, data and other records related thereto), free and clear of Security Interests other than Permitted Security Interests and no shareholder, member, employee or any other Person or entity has any ownership interest, claim, right to solicit or other present or contingent right or interest in or to any of the Acquired Assets.

Section # Liens, Encumbrances, Security Interests and Imperfections of Title

"Permitted Encumbrances" means reservations, exceptions, easements, and other similar title exceptions or encumbrances affecting the Real Property (including, without limitation, all matters set forth on [Schedule B] of the Title Policy), provided they do not in the aggregate materially interfere with the use of such property.

Release of Encumbrances. All Encumbrances on or with respect to Newco, any one or more of the Initial Contributed Entities, Newco Service Company, and the Equity Interests in and assets of each of them shall have been released (and CEGPS shall have received evidence of such release in form and substance satisfactory to CEGPS), except for such Encumbrances (other than Encumbrances relating to Indebtedness of Newco, any one of more of the Initial Contributed Entities, Newco Service Company, Crestwood or any of their respective Affiliates) that are Permitted Encumbrances. The Initial Contributed Entities, Newco Service Company and Newco, as applicable, shall be released and removed as parties and have no liabilities or obligations under the Bank Agreements and the CMLP Indentures.

Release of Encumbrances. All Encumbrances on or with respect to Crestwood Pipeline East and the Equity Interests in and assets of Crestwood Pipeline East shall have been released (and CEGPS shall have received evidence of such release in form and substance satisfactory to CEGPS), except for such Encumbrances (other than Encumbrances relating to Indebtedness of Crestwood Pipeline East, Crestwood or any of their respective Affiliates) that are Permitted Encumbrances. Crestwood Pipeline East shall be released and removed as a party and have no liabilities or obligations under the Bank Agreements and the CMLP Indentures.

“Encumbrances” means security interests, liens, Claims, charges, title defects, deficiencies or exceptions (including, with respect to real property, defects, deficiencies or exceptions in, or relating to, marketability of title, or leases, subleases or the like affecting title), mortgages, pledges, easements, encroachments, restrictions on use, rights of-way, rights of first refusal, conditional sales or other title retention agreements, covenants, conditions or other similar restrictions (including restrictions on transfer) or other encumbrances of any nature whatsoever.

Title to Properties. Seller shall have good, legal, and indefeasible title to the Plant, and as of the Closing Date, the Plant shall be free and clear of any Encumbrances. As to title to the Real Property, Purchaser shall rely on its title update.

if requested by the Agent, a title search for the 6558 West 73rd Property indicating that such Property is free from all Liens, claims and other encumbrances other than Permitted Encumbrances and other Liens previously approved by the Agent;

Title to Properties. Seller shall have good, legal, and indefeasible title to the Patents Application, and as of the Closing Date, the Patents Application shall be free and clear of any Encumbrances.

2.2Right to Pay Off Monetary Encumbrances. Seller shall have the right to pay off any monetary encumbrances against the Property on the Closing Date out of the cash then payable provided, in the case of mortgages held by a lending institution, a payoff letter is delivered at the closing and the Title Insurer agrees to delete the mortgage held by such lender as an exception to title, and, in the case of mortgages held by a non-institutional lender, recordable instruments of release or discharge of such encumbrances in form and substance reasonably satisfactory to Purchaser’s counsel are then delivered to Purchaser.