Common use of Necessary Property and Transfer of Purchased Assets Clause in Contracts

Necessary Property and Transfer of Purchased Assets. The Purchased Assets and the Assumed Liabilities constitute all of the Seller Group Persons' property and property rights now necessary for the conduct of the Business in the manner and to the extent presently conducted by the Seller Group Persons. The Assets constitute all of the Seller Group Persons' property and property rights now used for the conduct of the Business in the manner and to the extent presently conducted by the Seller Group Persons. No such assets or property are in the possession of others and, in connection with the Business, the Seller Group Persons hold no property on consignment. Except as set forth on Schedule 3.14 hereto, no consent is necessary to, and there exists no restriction on, the transfer of any of the Purchased Assets or the assignment of the Assumed Liabilities to the Buyer Companies. There exists no condition, restriction or reservation affecting the title to or utility of the Purchased Assets or Assumed Liabilities which would prevent the Buyer Companies from occupying or utilizing the Purchased Assets or enforcing the rights under the Assumed Liabilities, or any part thereof, to the same full extent that a Seller Group Person might continue to do so if the sale and transfer contemplated hereby did not take place. Upon the Closing, good and marketable title to the Purchased Assets attributable to the Non-Purchased Entities and the rights under the Assumed Liabilities shall be vested in the Buyer Companies, and good and marketable title to the Purchased Assets attributable to the Purchased Entities shall remain vested in the Purchased Entities, in all cases free and clear of all Liens.

Necessary Property and Transfer of Purchased Assets. The Purchased Assets and the Assumed Liabilities constitute all of the each Seller Group Persons' Person's property and property rights now used or necessary for the conduct of the Business in the manner and to the extent presently conducted or planned by the Seller Group Persons. The Assets constitute all of the Seller Group Persons' property and property rights now used for the conduct of the Business in the manner and to the extent presently conducted by the Seller Group Persons. No Except as set forth on Schedule 3.13, no such assets 24 35 or property are in the possession of others and, in connection with the Business, and the Seller Group Persons hold holds no property on consignment. Except as set forth on Schedule 3.14 3.13 hereto, no consent is necessary to, and there exists no restriction on, the transfer of any of the Purchased Assets or the assignment of the Assumed Liabilities to the Buyer CompaniesBuyer. There Except as set forth on Schedule 3.13, there exists no condition, restriction or reservation affecting the title to or utility of the Purchased Assets or Assumed Liabilities which would prevent the Buyer Companies from occupying or utilizing the Purchased Assets or enforcing the rights under the Assumed Liabilities, or any part thereof, to the same full extent that a Seller Group Person might continue to do so if the sale and transfer contemplated hereby did not take place. Upon the Closing, good and marketable title to the Purchased Assets attributable to the Non-Purchased Entities and the rights under the Assumed Liabilities shall be vested in the Buyer Companies, and good and marketable title to the Purchased Assets attributable to the Purchased Entities shall remain vested in the Purchased Entities, in all cases free and clear of all Liens (other than Permitted Liens).

Necessary Property and Transfer of Purchased Assets. The Purchased Assets and the Assumed Liabilities constitute all of the Seller Group Persons' Seller's property and property rights now used, useful or necessary for the conduct of the Business in the manner and to the extent presently conducted and planned by the Seller Group Persons. The Assets constitute all of the Seller Group Persons' property and property rights now used for the conduct of the Business in the manner and to the extent presently conducted by the Seller Group PersonsSeller. No such assets or property are in the possession of others and, in connection with the Business, exception of the equipment which is being utilized by (Scientific Team) and Seller Group Persons hold holds no property on consignment. Except as set forth on Schedule 3.14 Schedules A and B hereto, no consent is necessary to, and there exists no restriction on, the transfer of any of the Purchased Assets or the assignment of the Assumed Liabilities to the Buyer CompaniesBuyer. There exists no condition, restriction or reservation affecting the title to or utility of the Purchased Assets or Assumed Liabilities which would prevent the Buyer Companies from occupying or utilizing the Purchased Assets or enforcing the rights under the Assumed Liabilities, or any part thereof, thereof to the same full extent that a Seller Group Person might continue to do so if the sale and transfer contemplated hereby did not take place. Upon the Closing, good and marketable title to the Purchased Assets attributable to the Non-Purchased Entities and the rights under the Assumed Liabilities shall be vested in the Buyer Companies, and good and marketable title to the Purchased Assets attributable to the Purchased Entities shall remain vested in the Purchased Entities, in all cases free and clear of all Liensliens, claims and encumbrances.

Necessary Property and Transfer of Purchased Assets. The Purchased Assets and the Assumed Liabilities constitute all of the Seller Group Persons' property and property rights now necessary for the conduct of the Business in the manner and to the extent presently conducted by the Seller Group Persons. The Assets constitute all of the Seller Group Persons' property and property rights now used for the conduct of the Business in the manner and to the extent presently conducted by the Seller Group Persons. No such assets or property are in the possession of others and, in connection with the Business, the Seller Group Persons hold no property on consignment. Except as set forth on Schedule 3.14 hereto, no consent is necessary to, and there exists no restriction on, the transfer of any of the Purchased Assets or the assignment of the Assumed Liabilities to the Buyer Companies. There exists no condition, restriction or reservation affecting the title to or utility of the Purchased Assets or Assumed Liabilities which would prevent the Buyer Companies from occupying or utilizing the Purchased Assets or enforcing the rights under the Assumed Liabilities, or any part thereof, to the same full extent that a Seller Group Person might continue to do so if the sale and transfer contemplated hereby did not take place. Upon the Closing, good and marketable title to the Purchased Assets attributable to the Non-Purchased Entities and the rights under the Assumed Liabilities shall be vested in the Buyer Companies, and good and marketable title to the Purchased Assets attributable to the Purchased Entities shall remain vested in the Purchased Entities, in all cases free and clear of all Liens.. 3.15

Necessary Property and Transfer of Purchased Assets. The Seller owns or has the right to transfer the product formulations included in the Purchased Assets and has the Assumed Liabilities constitute all of right to license the Seller Group Persons' property and property rights now necessary for the conduct of the Business in the manner and to the extent presently conducted by the Seller Group Persons. The Assets constitute all of the Seller Group Persons' property and property rights now used for the conduct of the Business in the manner and to the extent presently conducted by the Seller Group Persons. No such assets or property are in the possession of others and, in connection with the Business, the Seller Group Persons hold no property on consignmentLicensed Product Formulations. Except as set forth on Schedule 3.14 hereto3.12 of the Seller Disclosure Letter, none of the Purchased Assets are in the possession of others and the Seller holds no property on consignment exclusively related to the Business. Except as set forth on Schedule 3.12 of the Seller Disclosure Letter, no consent is necessary to, and there exists no restriction on, the transfer of any of the Purchased Assets or the assignment of the Assumed Liabilities to Buyer. Except as set forth on Schedule 3.12 of the Buyer Companies. There Seller Disclosure Letter and the Permitted Liens, there exists no condition, restriction or reservation affecting the title to or utility of the Purchased Assets or Assumed Liabilities which would prevent the Buyer Companies from occupying or utilizing the Purchased Assets or enforcing the rights under the Assumed Liabilities, or any part thereof, to the same full extent that a Seller Group Person might continue to do so if the sale and transfer contemplated hereby did not take place, except where any condition, restriction or reservation would not reasonably be expected to cause, individually or in the aggregate, a Material Adverse Effect. Upon Except as set forth on Schedule 3.12 of the ClosingSeller Disclosure Letter, Seller has, and at the Closing Seller will deliver to Buyer, good and marketable valid title to the Purchased Assets attributable to the Non-Purchased Entities and the rights under the Assumed Liabilities shall be vested in the Buyer Companies, and good and marketable title to the Purchased Assets attributable to the Purchased Entities shall remain vested in the Purchased Entities, in all cases free and clear of all Liens, other than Permitted Liens.