Title and Sufficiency of Assets. (a) Seller owns, leases, licenses or has the right to use the Purchased Assets free and clear of all Encumbrances other than the Permitted Encumbrances, and upon the consummation of the Transactions, Purchaser shall acquire good and marketable title to, and all right, title and interest of Seller in and to, the Purchased Assets, free and clear of all Encumbrances other than the Permitted Encumbrances.
(b) The Purchased Assets (other than the Purchased Assets set forth on Schedule 4.4(b)), together with the license rights granted under Sections 2.5(a), 2.5(b), 2.5(c), and 2.5(d) constitute all of the assets and rights (i) Controlled by Seller that are currently used by Seller in connection with the conduct of the Business or (ii) that are otherwise necessary to conduct the Business; however, for the avoidance of doubt, the representation and warranty included in this Section 4.4(b) excludes any and all assets and capabilities that an established and active company in the pharmaceutical business should customarily be capable of providing in connection with the operation of a business such as the Business in the Territory or the Manufacture and/or Distribution of a product such as the Product in the Territory, including internal and external infrastructure, manufacturing equipment and facilities, business permits and licenses from Governmental Authorities, professional services, trade and distribution networks, personnel, facilities, factories and other property, promotional and brand strategies, and financing. For the further avoidance of doubt, such representation and warranty does not apply with respect to Applicable Permits, the sufficiency of which are addressed in Section 4.10.
(c) Except with respect to those Purchased Assets set forth on Schedule 4.4(b), all tangible assets that are part of the Purchased Assets are in good operating condition and repair (normal wear and tear excepted) and are usable in the ordinary course of business.
(d) For the avoidance of doubt, other than the representation and warranty under Section 4.4(a), Seller specifically disclaims any representation and warranties with respect to the Purchased Assets set forth on Schedule 4.4(b).
Title and Sufficiency of Assets. (a) Parent and each Parent Subsidiary have good and valid title to all of their personal properties and assets reflected on Parent’s audited balance sheet (including in any related notes thereto) as of March 31, 2005, included in the Parent Financial Statements (the “Parent 2004 Balance Sheet”) or acquired after March 31, 2005 (other than assets disposed of since March 31, 2005 in the ordinary course of business consistent with past practice or, following the date hereof, as permitted pursuant to Section 5.2), in each case free and clear of all Liens, except for (a) Liens that secure Indebtedness that is properly reflected in the Parent 2004 Balance Sheet; (b) Liens for Taxes not yet due or being contested in good faith (provided adequate reserves (in the good faith judgment of management) have been set aside for payment thereof); and (c) Liens arising in the ordinary course of business and securing Indebtedness not yet due and payable.
(b) Parent and each Parent Subsidiary either owns, or has valid leasehold interest in, all material assets and properties necessary for the operation of its business as presently conducted. Without limiting the foregoing, except as set forth on Schedule 4.20(b), each theater located on Parent Real Property, together with the related items of personal property located therein, constitutes a fully-operable motion picture theatre and each such motion picture theater and related personal property is fit for the use for which it is intended and to which it is presently devoted and complies with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973 and all other applicable Laws.
Title and Sufficiency of Assets. (a) Except as set forth on Schedule 3.1.8, Alliance has, and will transfer to Federated, good and valid title to all of the Acquired Assets, free and clear of all Liens, other than Permitted Liens. The Acquired Assets constitute all of the assets, tangible and intangible, of any nature whatsoever used by Alliance to conduct the Business as currently conducted (except for the Retained Assets and Shared Use Assets); and
(b) At each Closing and in connection with the transfer of Interim Period Transferred Assets (as applicable), upon the terms and subject to the conditions set forth in this Agreement, Alliance will sell, transfer, convey, assign and deliver to Federated all right, title and interest in and to each of the Acquired Assets transferred free and clear of all Liens, other than Permitted Liens.
Title and Sufficiency of Assets. (a) Except as set forth on Section 4.6(a) of the Disclosure Schedule, Seller has good and valid title to or valid leasehold interests in, or other rights to use, all of the Purchased Assets (other than the Real Property) in each case, free and clear of all Encumbrances other than Permitted Encumbrances. Except as set forth on Section 4.6(a) of the Disclosure Schedule, the Purchased Assets include all assets, properties, rights, interests, claims and business necessary, in all material respects, for the conduct, use and operation of the Business as presently conducted by Seller.
(b) The Owned Real Property constitutes all of the real property owned by Seller primarily relating to the Business at the Bartow Facility, Plant City Facility and Xxxxxx Facility. The Leased Real Property constitutes all of the real property leased by Seller primarily relating to the Business at the Tampa Facility. Seller (i) has delivered to Buyer copies of the deeds and other recorded instruments in Seller’s possession by which Seller acquired such parcel of Owned Real Property (or Seller shall cause the Title Company to make such documents available to Buyer); and (ii) has delivered or made available to Buyer all of Seller’s Books and Records relating to the Owned Real Property and the Leased Real Property.
(c) Except as set forth on Section 4.6(c) of the Disclosure Schedule, the buildings, plants, structures, furniture, fixtures, machinery, equipment and vehicles included in the Purchased Assets, taken as a whole, are (i) in good operating condition and repair, normal wear and tear excepted; (ii) usable in the Ordinary Course of Business; and (iii) structurally sound and adequate for the uses to which they are being put, and are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.
(d) Other than Permitted Encumbrances or as set forth on Section 4.6(d) of the Disclosure Schedule, there is no existing agreement with, option or right of, or commitment to any Person to acquire any of the Purchased Assets or any interest therein, other than Contracts entered into in the Ordinary Course of Business for the sale of Inventory.
(e) Seller has (x) good and valid fee simple title to the Owned Real Property; and (y) valid leasehold interests in the Leased Real Property, in each case, free and clear of all Encumbrances, except Permitted Encumbrances.
Title and Sufficiency of Assets. (a) Seller has, and, assuming all Consents as may be required in connection with the consummation of the Transaction have been obtained, will convey, transfer and assign and deliver to Purchaser at Closing, good, valid and marketable title to all material Transferred Assets (excluding, for the avoidance of doubt any Deferred Assets or Non-Transferable Assets), in each case, free and clear of any Liens other than Permitted Liens. If and when transferred to Purchaser (if applicable), Seller will transfer and assign and deliver to Purchaser good, valid and marketable title to the Deferred Assets and the Non-Transferrable Assets, in each case, free and clear of any Liens other than Permitted Liens.
(b) The MMIS Entities have good and marketable title to, a valid leasehold interest in or a valid right to use all of its material tangible assets, free and clear of all Liens except Permitted Liens. The tangible assets of the MMIS Entities are structurally sound, are in reasonably good operating condition and repair taking into account the reasonably anticipated useful life thereof (normal wear and tear not caused by neglect excepted) and are reasonably suitable for the uses to which they are being put.
(c) Except as described in, and subject to the provisions of, Section 2.06 Section 2.07, Article VI or as set forth on Section 3.25 of the Disclosure Schedule, the assets, properties and rights that will be owned, leased or licensed by Purchaser immediately following the Closing (including through the Ancillary Agreements) (i) will constitute all the material assets that are used in the conduct of the MMIS Business as it is currently conducted and as conducted as of immediately prior to the Closing and (ii) are all of the assets, properties and rights that are necessary to operate the MMIS Business in all material respects in the manner in which it is currently conducted and as conducted as of immediately prior to the Closing.
Title and Sufficiency of Assets. (a) The Company and each Company Subsidiary, and to the Knowledge of the Company each Company JV, have good and valid title to all of their personal properties and assets reflected on the Company’s audited balance sheet (including in any related notes thereto) as of December 31, 2004 included in the Yankee Financial Statements (the “Company 2004 Balance Sheet”) or acquired after December 31, 2004 (other than assets disposed of since December 31, 2004 in the ordinary course of business consistent with past practice or, following the date hereof, as permitted pursuant to Section 5.1), in each case free and clear of all Liens, except for (a) Liens that secure Indebtedness that is properly reflected in the Company 2004 Balance Sheet; (b) Liens for Taxes not yet due or being contested in good faith (provided adequate reserves (in the good faith judgment of management) have been set aside for payment thereof); and
Title and Sufficiency of Assets. The Company owns good and marketable title, or has a valid and enforceable lease or license, free and clear of all Liens, to all real property and all personal and intangible personal property and assets used by the Company or located on its premises or shown on the Latest Balance Sheet, except for Liens for current Taxes not yet due and payable.
Title and Sufficiency of Assets. Except as set forth on Schedule 3.09, the Company has good, valid and marketable title to all of the assets reflected on the 2014 Balance Sheet as being owned by it (except to the extent that such assets have been disposed of after the date of such balance sheet in the ordinary course of business consistent with past practices), free and clear of all Encumbrances. The assets, properties and rights owned, leased or licensed by the Company and the Contracts to which the Company is a party relating to its business, constitute all of the assets, properties, rights and Contracts required to conduct its business as presently conducted.
Title and Sufficiency of Assets. (i) Except as a result of operating the Mxxxxx Business in the ordinary course consistent with past practice since September 30, 2007, a SABMiller Group Company owns all the assets reflected on the Latest Mxxxxx Balance Sheet, free and clear of all Liens (other than Permitted Liens). A SABMiller Group Company has good title to, or a valid leasehold or licensed interest in (with respect to leased or licensed assets and properties), all assets, tangible or intangible, that are part of the Mxxxxx Contributions, free and clear of all Liens other than Permitted Liens. Except for Unassigned Mxxxxx Assets, a SABMiller Group Company has the right to convey (subject only to the third party consents required with respect to the Contracts referenced on Schedule 4.02(d)), and upon the transfer (or license or lease, as applicable) of such assets that are part of the Mxxxxx Contributions to the Company at the Closing will have conveyed, good title and interest (or a valid leasehold or license interest, as applicable) in and to such assets, free and clear of all Liens other than Permitted Liens.
(ii) The Mxxxxx Contributions comprise substantially all of the assets, properties and rights used by the SABMiller Group in the Mxxxxx Business and all of the assets, properties and rights (other than de minimis exceptions) necessary to permit the Company to carry on the Mxxxxx Business following the Closing in substantially the same manner as conducted by the SABMiller Group as of the date hereof (other than to the extent of sales of inventory in the ordinary course of operating the Mxxxxx Business).
(iii) Neither SABMiller nor any of its Subsidiaries (other than any Subsidiary that is a Mxxxxx Group Company) owns or has any rights to any assets, properties or rights used in the Mxxxxx Business.
Title and Sufficiency of Assets. Except for the interests disclosed in Section 3.11 of the Disclosure Memorandum and Permitted Encumbrances, the Company has good and marketable title to the Assets, free and clear of all Encumbrances except for immaterial Encumbrances which would not have a Material Adverse Effect.
