Title; Sufficiency. (a) Pursuant to an Amended and Restated Business Combination Agreement, dated as of May 26, 2023, by and among Freedom Acquisition I Corp., Jupiter Merger Sub I Corp., Jupiter Merger Sub II LLC, Complete Solar Holding Corporation and The Solaria Corporation, Seller became the successor-in-interest to the rights, title and interests of The Solaria Corporation, a Delaware corporation, including, without limitation, all rights, title and interest in and to the Purchased Assets.
(b) Seller has good and valid title to, and Seller is the exclusive legal and equitable owner of, all right, title and interest in and to the Purchased Assets and has the unrestricted power and right to sell, assign and deliver the Purchased Assets. The Purchased Assets are free and clear of all Encumbrances of any kind or nature.
(c) The Purchased Assets constitute all of the properties, rights, interests and other tangible and intangible assets necessary to enable Purchaser to use, sell, license, distribute, maintain, support and otherwise commercialize or exploit the Purchased Assets immediately following the Closing in the manner in which the Purchased Assets have been since the Lookback Date and are currently developed, used, sold, licensed, distributed, maintained, supported and otherwise commercialized (and have been since the Lookback Date and are currently planned to be developed, used, sold, licensed, distributed, maintained, supported and otherwise commercialized). The sale, transfer and assignment of the Purchased Assets as contemplated by this Agreement will give Purchaser possession of, and the right to use, all the assets that are used or held for use in connection with or (other than any general and administrative business functions of Seller not specific to the Business or the Purchased Assets) in support of, or necessary for or relate to, the Business (other than the European Business) as of and immediately after the Closing Date. As of the Closing, Xxxxxxxxx will be entitled to the continued possession and use of all Purchased Assets. Following the consummation of the transactions contemplated hereby and by the Transaction Documents, and except as may be provided in any Transaction Document, there are no other assets, properties or rights (including, without limitation, any Excluded Assets) that are required by Seller, or that will be required by Purchaser immediately after the Closing, to conduct business in a manner substantially consistent with the manner in which...
Title; Sufficiency. (a) Each Subsidiary has good and marketable fee simple or leasehold title, as the case may be, to its respective Real Property. Each Subsidiary has good and valid title to its respective Personal Property.
(b) The Real Property and the Personal Property is held by each respective Subsidiary free and clear of all liens, pledges, claims, charges, security interests or other encumbrances and is not, in the case of the Real Property, subject to any rights-of-way, building or use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to such properties, (i) liens for current real property taxes and assessments, (ii) mechanics', carriers', workmen's, repairmen's and other statutory liens, rights of way, building or use restrictions, exceptions, easements, covenants, variances, reservations and other limitations of any kind, if any, which do not materially impair or interfere with the ordinary business operations of any particular Hospital or for which, in respect of matters affecting title to the Real Property, title insurance coverage has been obtained and in respect of liens are either not in default or Seller has taken action to bond over same to the extent required to preclude such Real Property, or any portion thereof, being subject to foreclosure or sale in satisfaction of the claim secured by such lien, and (iii) other such encumbrances as are set forth in Schedule 2.7(b). None of the Real Property is subject to a pending, or to Seller's knowledge threatened, condemnation or similar proceeding.
(c) The Inventory with respect to each Hospital is, and at the Closing will be, maintained in such quantities as is consistent with such Hospital's historical practices.
(d) The Assets and the Non-Operating Assets comprise substantially all of the property and assets used in the conduct of the businesses and operation of the Hospitals.
Title; Sufficiency. (i) OTI has good title to, or valid leasehold or license interests in, all Acquired Assets, free and clear of all Liens, except for Permitted Liens. Upon the consummation of the Transactions, MSB will acquire good, valid title to, or a valid leasehold or license interest in, the Acquired Assets, free and clear of all Liens, except for Permitted Liens. Without limiting the foregoing, neither Genzyme Corporation nor any of its Affiliates has any right, title or interest (including any Lien) with respect to any of the Acquired Assets.
(ii) The Scheduled Assets constitute all of the assets, properties and rights that are necessary and sufficient to conduct the Business in substantially the manner as conducted by OTI.
(iii) The material items of Tangible Personal Property have been maintained in accordance with OTI’s normal practice and are in good repair and usable condition for the conduct of the Business as currently conducted, ordinary wear and tear and aging excepted.
Title; Sufficiency. (a) Seller has good, valid, and marketable ownership of and title to, or a valid leasehold interest in, the Purchased Equipment, free and clear of all Encumbrances except Permitted Encumbrances, and upon consummation of the Transactions, Buyer will acquire good, valid, and marketable title to, or a valid leasehold interest in, such Purchased Equipment, free and clear of all Encumbrances except Permitted Encumbrances and Encumbrances arising out of any actions of Buyer.
(b) Except for the Excluded Assets and the items set forth on Section 2.5(b) of the Seller Disclosure Schedule and assuming that all Seller Consents have been obtained prior to Closing, the Purchased Assets (i) constitute all of the assets, properties and rights, in each case either owned by or licensed or leased to Seller, whether tangible or intangible, real or personal, that are used in or held for use in the operation of the Business and (ii) are sufficient to enable Buyer, immediately following the Closing, to continue to conduct the Business in substantially the same manner as currently conducted by the Seller and to prosecute all rights under the Purchased Contracts to the same extent such rights inhered in Seller.
Title; Sufficiency. (a) Seller and Real Estate Seller, as applicable, has good, valid and marketable title to, or valid leasehold interests in, as the case may be, all of the Purchased Assets free and clear of all Liens, other than Permitted Liens or as provided in Section 2.7 hereof.
(b) The Purchased Assets, together with the property subject to the Acquired Real Property Lease and the Acquired Personal Property Leases, comprise substantially all of the property and assets used in the conduct of the Business.
Title; Sufficiency. The Company has good, valid and marketable title to all of the Purchased Assets, and at Closing, the Company will convey good, valid and marketable title to each of the Purchased Assets to Buyer. The title to each Purchased Asset is, and at Closing will be, free and clear of all Liens, except for Permitted Encumbrances. The Purchased Assets constitute all of the material assets and rights necessary for the conduct of the Business as presently conducted.
Title; Sufficiency. (a) At the Closing, BPA will convey to Company a valid license to and under the Intellectual Property Rights on the terms and conditions of this Agreement.
(b) The Intellectual Property Rights constitute all of the material assets and rights that are currently used by BPA solely or primarily in connection with the conduct of the Business pertaining to the Product.
Title; Sufficiency. Each Group Company has good and valid title to, or a valid leasehold interest in, all of the properties and assets reflected in the Company Financial Statements (together with all assets acquired thereby since the Company Statement Date, but excluding those that have been disposed of since the Company Statement Date), or if not so included or reflected, that are material to the operations of the business of the Group Companies, taken as a whole, in each case free and clear of all Liens, other than Permitted Liens. Immediately after the Closing, the foregoing assets collectively represent all the assets and rights (including all rights and properties) necessary for the conduct of the business of each Group Company as conducted by such Group Company as of and immediately prior to Closing. All leases of real or personal property to which a Group Company is a party are in full force and effect and afford such Group Company valid leasehold possession of the real or personal property that is the subject of the lease.
Title; Sufficiency. Seller has (or prior to the Closing will have) good and marketable title to, or valid a leasehold interests in, as the case may be, all of the Purchased Assets free and clear of all Liens, other than Permitted Liens. The Purchased Assets constitute all of the assets, rights and properties that are used in the operation of the Business as it is now conducted or that are used or held by Seller for use in the operation of the Business. Except as set forth on Section 3.5 of the Disclosure Schedule, immediately following the Closing, all of the Purchased Assets will be owned, leased or available for use by Purchaser on terms and conditions substantially identical to those under which, immediately prior to the Closing, Seller owns, leases, uses or holds available for use such Purchased Assets. All of the Purchased Assets are structurally sound and in good working condition, ordinary wear and tear excepted.
Title; Sufficiency. (a) The phrase "which are not otherwise marked with two stars and (iv) the UCC Liens" is hereby inserted immediately after the phrase "(iii) other such encumbrances as are set forth in Schedule 2.7(b)" contained in Section 2.7(b) of the Agreement.
(b) The phrase "and (v) the judgments as are set forth in Schedule 2.7(b) which are marked with two stars therein" is hereby inserted immediately after the phrase "(collectively, "Permitted Liens")" contained in Section 2.7(b) of the Agreement.
