Sufficiency of and Title to the Purchased Assets Sample Clauses

Sufficiency of and Title to the Purchased Assets. (a) The Purchased Assets constitute all of the property and assets used or held for use in the Business which are reasonably necessary to conduct the Business as currently conducted. (b) Notwithstanding anything in this Agreement herein to the contrary, 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.
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Sufficiency of and Title to the Purchased Assets. To the best of its knowledge, 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.
Sufficiency of and Title to the Purchased Assets. (a) The assets (the "Assets") disclosed on the Balance Sheet and in Schedule 2.07(d) constitute as of the date thereof and hereof, respectively, all of the assets or property used or held for use in the Business and are adequate to conduct the Business as presently conducted. (b) Upon consummation of the transactions contemplated hereby, the Corporation will have good and marketable title in and to each of the Assets, free and clear of all Liens, except for Permitted Liens.
Sufficiency of and Title to the Purchased Assets. Upon consummation of the transactions contemplated hereby, Acquisition Subsidiary will have acquired good and marketable title in and to each of the Purchased Assets and a valid leasehold interest in the Real Property, free and clear of all Liens granted by, or to Seller's Knowledge imposed by operation of law through, Seller, except for Permitted Liens.
Sufficiency of and Title to the Purchased Assets. (a) The Purchased Assets, together with the assets and properties of Arup, Dalian, TCI, TCDI, Insilco Sub One, Insilco Sub Two and Insilco Sub Three, constitute all of the property and assets used or held for use primarily in the Business and are adequate to conduct the Business as currently conducted. (b) Insilco has good and marketable, indefeasible, fee simple title to, or in the case of leased Real Property or personal property, has valid leasehold interests in, all Purchased Assets (whether real, personal, tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date, except for properties and assets consumed or sold since the Balance Sheet Date in the ordinary course of business consistent with past practices. Except as disclosed on Schedule 5.09(b), no Purchased Asset is subject to any Lien, except for Permitted Liens and except where the failure to have such title or interests would not have, individually or in the aggregate, a Material Adverse Effect. (c) Upon consummation of the transactions contemplated hereby, ThermaSys 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 and except where the failure to have such title or interests would not have, individually or in the aggregate, a Material Adverse Effect. (d) Insilco Sub One, Insilco Sub Two and Insilco Sub Three each has good and marketable, indefeasible, fee simple title to, or in the case of leased real property or personal property, has valid leasehold interests in all of the property or assets used or held by it for use primarily in the Business, except when the failure to have such title or interests would not have, individually or in the aggregate, a Material Adverse Effect. Except as disclosed on Schedule 5.09(d), none of the assets of Insilco Sub One, Insilco Sub Two and Insilco Sub Three is subject to any Lien, except for Permitted Liens.
Sufficiency of and Title to the Purchased Assets. (a) Except for the Excluded Assets, the Purchased Assets constitute all of the property and assets used or held primarily in connection with the Business and are adequate to conduct the Business as currently conducted. (b) Upon consummation of the transactions contemplated hereby, Buyer will have acquired good and marketable title in and to, or a valid leasehold interest (on the terms of the existing agreement as in effect on the date hereof assuming that the subject asset is used in the same manner as it is currently used by Seller) in, each of the tangible Purchased Assets, free and clear of all Liens, except for Permitted Liens and Liens disclosed in Schedule 3.12(b), and all of the right, title and interest of Seller and its subsidiaries in and to any intangible Purchased Assets.
Sufficiency of and Title to the Purchased Assets. Except for Assumed Contracts which require waivers or consents to be transferred, which waivers or consents shall not have been obtained prior to the Closing, upon consummation of the transactions contemplated by this Agreement, Seller will have assigned, transferred and conveyed to Purchaser all of the Purchased Assets, which constitute substantially all of the properties and assets now held or employed by Seller in connection with the Business. The transfer of the Purchased Assets to Purchaser pursuant to this Agreement (together with the execution and performance of the License Agreement and the provision of sufficient working capital and corporate overhead support by Purchaser) will enable Purchaser to manufacture the Non-Alpha Products being transferred to Purchaser pursuant hereto at levels comparable to those currently achieved by the Seller.
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Sufficiency of and Title to the Purchased Assets. (a) The Purchased Assets, together with the Lease Amendment, the Policies, and cash and cash equivalents, constitute all of the property and assets held or used in the development, commercialization, manufacture, marketing, distribution or sale of the Products, or otherwise held or used primarily in the operation of or arising from the conduct of the Business and, together with the services to be provided to the Buyer Parties and their respective Affiliates pursuant to the Transition Services Agreement, are adequate to conduct the Business as currently conducted and as conducted as of the Balance Sheet Date. (b) Sellers have valid and subsisting ownership or leasehold interests in, and, in the case of owned Real Property, fee simple title to, all tangible Purchased Assets. At the Closing, Sellers shall transfer to the Buyer Parties 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, Liens granted by any Buyer Party or any of its Affiliates and Liens arising solely as a result of the identity and status of the Buyer Parties. (c) The tangible Purchased Assets (other than the plants, buildings, structures and building systems (HVAC, etc.) included in the Purchased Assets) are in good and serviceable operating condition (giving due account to the age and length of use of same, normal wear and tear excepted) and are suitable for the uses for which intended. Table of Contents
Sufficiency of and Title to the Purchased Assets. (a) The Purchased Assets together with the assets and properties of the Purchased Subsidiary constitute all of the property and assets used or held for use in the Business, except for the Excluded Assets, and, together with the services to be provided to Buyer in connection with the Transition Services Agreement, are sufficient to conduct the Business as currently conducted and as conducted since the Business Balance Sheet Date. (b) 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.
Sufficiency of and Title to the Purchased Assets. (a) The Purchased Assets constitute, and on the Closing Date will constitute, all of the assets or property used or held for use primarily in the Business, except for the Excluded Assets. (b) Upon consummation of the transactions contemplated hereby, Buyers will have acquired good and marketable title (which in the case of Fee Properties are insurable at regular rates by a reputable title company) in and to, or a valid leasehold interest in, each of the Purchased Assets to be acquired by each of them, respectively, free and clear of all Liens, except for Permitted Liens.
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