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.
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.
Title; Sufficiency. (a) Each of the Sellers has good and marketable fee simple or leasehold title, as the case may be, to its Real Property. Each of the Sellers has good and valid title to its Personal Property.
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) 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.
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.
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. 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. (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.
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.
