Common use of Title and Sufficiency of Assets Clause in Contracts

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) Seller ownsExcept for (i) the assets, leasesproperties and services to be provided under the Transition Services Agreement and the Services Agreements, licenses (ii) the assets, properties and services provided under the Shared Services agreements and the Master Services Agreements, and (iii) the Additional Assets, the MDL Group Companies own, lease or has have the legal right to use all of the Purchased properties and assets, used or held for use in or relating to the conduct of the Business as currently conducted (all such properties and assets being the “Assets”). Except for the assets, properties and services referred to in clauses (i) and (ii) above, the Assets and the Additional Assets are sufficient to conduct the Business as currently conducted (or currently proposed to be conducted within the next 12 months pursuant to a written plan of an MDL Group Company in existence as of the date hereof). Except as set forth on Schedule 2.14(a), the MDL Group Companies, and Sellers with respect to the Additional Assets collectively, have good and valid title to the Assets other than the Intellectual Property, free and clear of all mortgages, liens, assessments, claims, pledges, security interests, deeds of trust, claims, leases, sub-leases, charges, options, rights of first refusal, easements, rights of way, servitudes, restrictions (whether voting, transfer or otherwise) or other encumbrances (collectively, “Encumbrances”), except for (i) liens for Taxes and other governmental charges that are not yet due and payable or which are being contested in good faith by appropriate proceedings (and for which there are adequate accruals or reserves on the Financial Statements), (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other similar liens arising in the ordinary course of business or being contested in good faith, (iii) the rights, if any, of third-party suppliers or other vendors having possession of any such Assets, or (iv) Encumbrances other than which would not, individually or in the aggregate, reasonably be expected to materially impair the current use or the value of the Assets or the Additional Assets subject to such Encumbrances (the encumbrances described in clauses (i) through (iv) being referred to collectively as, the “Permitted Encumbrances”). (b) Except as set forth on Schedule 2.14(b), and upon the consummation of the Transactions, Purchaser shall acquire Sellers have good and marketable valid title to, and all right, title and interest of Seller in and to, to the Purchased Additional Assets, free and clear of all Encumbrances other than the Encumbrances, except for Permitted Encumbrances. (bc) The Purchased Assets (other than the Purchased Assets representations and warranties 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 2.14 shall not apply with respect to Applicable Permits, the sufficiency of which Intellectual Property. All representations and warranties relating to title to any Intellectual Property are addressed set forth in Section 4.102.11 hereof. (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).