Ownership of Assets; Sufficiency. Except as disclosed on Schedule 3.9(a) of this Agreement, each Group Company has sole and exclusive, good and marketable title to, or, in the case of property held under a lease or other Contract, a sole and exclusive, enforceable leasehold interest in, or contractual right to use, all of the Assets of such Group Company (excluding Leased Real Property, which is addressed in Section 3.11 of this Agreement). Except for the direct and indirect ownership of the Interests, none of the Seller Parties own any Assets necessary or used for or held for use in connection with the business being conducted by and through the Group Companies, all of which are owned, leased or licensed, as the case may be, by the Group Companies. Except as disclosed on Schedule 3.9(a) of this Agreement, none of the Assets of any Group Company (excluding Leased Real Property, which is addressed in Section 3.11 of this Agreement) is subject to any Encumbrance other than Permitted Encumbrances. All of the Assets of the Group Companies have been installed and maintained in all material respects in accordance with all applicable Legal Requirements and in accordance with industry standards and are structurally sound, in good and suitable condition and repair (subject to normal wear and tear and non-delinquent routine scheduled maintenance), are adequate for the uses to which they are being put and are usable in the Ordinary Course of Business. Schedule 3.9(b) of this Agreement sets forth a complete and accurate list of all vehicles utilized in the Business, whether owned or leased, the type of vehicle and vehicle identification number. All such vehicles are properly titled, licensed and registered in accordance with applicable Legal Requirements.
Ownership of Assets; Sufficiency. (a) The Company has sole and exclusive, good and marketable title to, or, in the case of property held under a lease or other contractual obligation, a sole and exclusive, enforceable leasehold interest in, or right to use, all of its Assets. None of the Assets is subject to any Encumbrance (other than Permitted Encumbrances and To Be Terminated Encumbrances).
Ownership of Assets; Sufficiency. Each Acquired Company has sole and exclusive, good and marketable title to, or, in the case of property held under a lease or other contractual obligation, a sole and exclusive, enforceable leasehold interest in, or right to use, all of its Assets (other than Real Property, which is addressed in Section 3.12). Except as disclosed on Schedule 3.10, none of the Assets (other than Real Property, which is addressed in Section 3.12) is subject to any Encumbrance other than Permitted Encumbrances. The Assets comprise all of the assets, properties and rights of every type and description, whether real or personal, tangible or intangible, used or necessary to the conduct of the Business and are adequate for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing. No Acquired Company controls, directly or indirectly, or owns any direct or indirect equity interest any Person which is not a Subsidiary of the Company.
Ownership of Assets; Sufficiency. 6.2.1 MDx has, and is transferring to Amarantus, good and marketable title to the Transferred Assets, free and clear of any lien or other encumbrance, except for those listed on Schedule 1 attached hereto. Without limiting the generality of the foregoing, MDx is the sole creator of the Intellectual Property and owns all right, title and interest in each item thereof. No part of the Intellectual Property constitutes “work made for hire” for customers or clients. MDx has not granted to any party any license, agreement or permission to use the Intellectual Property, except as listed on Schedule 1 attached hereto. MDx has no knowledge that the Intellectual Property is being infringed by any other party. No claim is pending or, to MDx’s knowledge, has been threatened to the effect that the Intellectual Property infringes on the rights of any third party or contesting the ownership, validity, license or use of the Intellectual Property. None of the Transferred Assets are co-owned by MDx and Leipzig.
Ownership of Assets; Sufficiency. Except as disclosed in Schedule 4.01(e) attached hereto, each of NOVAVAX and FIELDING has good and marketable title to the Assets, free and clear of all liens, claims, charges, or encumbrances, except for liens for taxes not yet due and payable. The Assets include all assets of NOVAVAX and FIELDING primarily related to the Products and the business of NOVAVAX and FIELDING with respect to the Products.
Ownership of Assets; Sufficiency. The Group Companies have sole and exclusive, good and marketable title to, or, in the case of property held under a lease or other Contract, a sole and exclusive, enforceable leasehold interest in, or right to use, all of the material tangible personal property used in the Business. The Assets comprise all of the assets, properties and rights of every type and description used in or necessary to the conduct of the Business as conducted by the Group Companies and are adequate and sufficient to conduct the Business as conducted by the Group Companies. All material tangible assets of the Group Companies are adequate and fit to be used for the purposes for which they are currently used in the manner they are currently used, are in adequate operational working order, operating condition and state of repair (ordinary wear and tear excepted), and have been installed, serviced and maintained in accordance with industry standards and in a manner that would not void or limit the coverage of any warranty thereon. Except as disclosed on Schedule 3.10, none of the real or personal property of the Group Companies is subject to any Encumbrance other than any Permitted Encumbrance.
Ownership of Assets; Sufficiency. The Company has sole and exclusive, good and marketable title to, or, in the case of property held under a lease or other contractual obligation, a sole and exclusive, enforceable leasehold interest in, or right to use, all of its Assets (other than Real Property). None of the Assets (other than Real Property) is subject to any Encumbrance other than Permitted Encumbrances. The Assets comprise all of the assets, properties and rights of every type and description, whether real or personal, tangible or intangible, used or necessary to the conduct of the Business and are adequate for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing. The Company does not control, directly or indirectly, or own any direct or indirect equity interest any Person which is not a Subsidiary of the Company.
Ownership of Assets; Sufficiency. The Company has sole and exclusive, good and marketable title to, or, in the case of property held under a lease or other contractual obligation, a sole and exclusive, enforceable leasehold interest in, or right to use, all of its material Assets (other than Real Property, which is addressed in Section 3.12). Except as disclosed on Schedule 3.10, none of the Assets (other than Real Property, which is addressed in Section 3.12) is subject to any Encumbrance other than any Permitted Encumbrances. The Assets comprise all of the assets, properties and rights of every type and description, whether real or personal, tangible or intangible, used in or necessary to the conduct of the Business and are adequate and sufficient to conduct the Business. All of the Assets have been maintained in all material respects in accordance with all applicable Legal Requirements and in accordance with industry standards. The Company does not control, directly or indirectly, or own any direct or indirect equity interest in any Person.
Ownership of Assets; Sufficiency. The Company has sole and exclusive, good and marketable title to, or, in the case of property held under a lease or other Contractual Obligation, a sole and exclusive, enforceable leasehold interest in, or right to use and otherwise commercially exploit, all of the properties, rights, and assets, whether real or personal property and whether tangible or intangible, that are owned or purported to be owned by the Company or that are used or exploited in the Business. The Assets are adequate and sufficient to conduct the Business in the Ordinary Course of Business as historically and currently conducted by the Company. Except as disclosed on Schedule 3.8, none of the Assets is subject to any Encumbrance other than any Permitted Encumbrance.
Ownership of Assets; Sufficiency. The Company has sole and exclusive, good and marketable title to, or, in the case of property held under a lease or other contractual obligation, a sole and exclusive, enforceable leasehold interest in, or contractual right to use, all of the Assets of the Company (other than Leased Real Property, which is addressed in Section 3.12 of this Agreement). Except as disclosed on Schedule 3.10 of this Agreement, none of the Assets of the Company (other than Leased Real Property, which is addressed in Section 3.12 of this Agreement) is subject to any Encumbrance other than Permitted Encumbrances. The Assets of the Company comprise all of the material Assets, properties and rights of every type and description, whether real or personal, tangible or intangible, used in to the conduct of the Business and are adequate and sufficient to conduct the Business. All of the Assets of the Company have been installed and maintained in all material respects in accordance with all applicable Legal Requirements and in accordance with industry standards and are in good and suitable condition and repair (subject to normal wear and tear).
