Common use of Title; Sufficiency; Condition of Assets Clause in Contracts

Title; Sufficiency; Condition of Assets. (a) Seller has good and marketable title to (or in the case of any leased or licensed Purchased Asset, has a valid leasehold interest in or valid rights to use), is the exclusive legal and equitable owner of (or in the case of any leased or licensed Purchased Asset, is the valid licensee or valid lessee of) the Purchased Assets. The Purchased Assets are free and clear of all Encumbrances of any kind or nature, except (i) Encumbrances disclosed on Section 4.15 of the Business Disclosure Schedule which will be removed and released at or prior to the Closing; and (ii) Permitted Exceptions. Upon Closing, Purchaser will acquire exclusive, good and marketable title to (or in the case of any leased or licensed Purchased Asset, will acquire a valid leasehold interest in or valid rights to use) the Purchased Assets; (b) Seller has the unrestricted power and right to sell, assign and deliver the Purchased Assets and no restrictions will exist on Purchaser’s right to resell, license or sublicense any of the Purchased Assets or Assumed Liabilities or engage in the Business. Notwithstanding anything the contrary in this Section 4.15(b), the Purchased Assets that are Contracts are subject to the terms and conditions of each such Contract as set forth therein. (c) The Purchased Assets include all the assets used in or necessary to permit Purchaser to conduct the Business after the Closing in the manner as it is being conducted on the date of this Agreement in compliance with all Legal Requirements and to perform all Assumed Liabilities. Except for Real Property which is leased pursuant to a Real Property Lease set forth on Schedule 1.1(f), there are no assets or rights owned, held, leased or licensed by the Members or any other Seller Affiliate that are used in, or necessary to permit Purchaser to conduct, the Business after the Closing in the manner as it is being conducted on the date of this Agreement. (d) Except as disclosed in Section 4.15(d) of the Business Disclosure Schedule, all Purchased Assets are (i) in good operating condition and repair, ordinary wear and tear excepted; and (ii) suitable and adequate for continued use in the manner in which they are presently being used.

Title; Sufficiency; Condition of Assets. (a) Except otherwise noted in Schedule 4.9, Seller has good and marketable title valid title, and has full right and power to (or in sell, convey, assign, transfer and deliver to Buyer good and valid title, to all of the case Purchased Assets free and clear of any leased or licensed Purchased Asset, has a valid leasehold interest in or valid rights to use), is the exclusive legal and equitable owner of (or in the case of any leased or licensed Purchased Asset, is the valid licensee or valid lessee of) the Purchased AssetsEncumbrances. The Purchased Assets are free not subject to any preemptive right, right of first refusal or other right or restriction. (b) Except otherwise noted in Schedule 4.9, the sale, transfer and clear assignment of the Purchased Assets as contemplated by this Agreement will give Buyer possession of, and the right to use, all Encumbrances of any kind or nature, except the assets required for (i) Encumbrances disclosed on Section 4.15 of conducting the Business Disclosure Schedule which will as presently conducted and as proposed to be removed and released at or prior to the Closing; conducted, and (ii) Permitted Exceptionsthe initiation and completion of all clinical trials and studies necessary or appropriate for the commercialization, sale and distribution of Excellarate and the initiation and completion of Phase 2 Clinical Trials and Phase 3 wound healing clinical studies. Upon Closing, Purchaser Buyer will acquire exclusive, good be entitled to the continued possession and marketable title to (or in the case use of any leased or licensed Purchased Asset, will acquire a valid leasehold interest in or valid rights to use) the all Purchased Assets; (b) Seller has the unrestricted power and right to sell, assign and deliver the Purchased Assets and no restrictions will exist on Purchaser’s right to resell, license or sublicense any of . Except for the Purchased Assets or Assumed Liabilities Excluded Patent Rights, there are no other assets, properties or engage rights, including, without limitation, Intellectual Property Rights, that are required by Seller, or that will be required by Buyer after the Closing, to conduct the Business in the manner in which Seller currently conducts the Business. Notwithstanding anything the contrary in this Section 4.15(b), the Purchased Assets that are Contracts are subject to the terms and conditions of each such Contract as set forth therein. (c) The Purchased Assets include all the assets used in or necessary to permit Purchaser to conduct the Business after the Closing in the manner as it is being conducted on the date of this Agreement in compliance with all Legal Requirements and to perform all Assumed Liabilities. Except for Real Property which is leased pursuant to a Real Property Lease set forth on Schedule 1.1(f), there are no assets or rights owned, held, leased or licensed by the Members or any other Seller Affiliate that are used in, or necessary to permit Purchaser to conduct, the Business after the Closing in the manner as it is being conducted on the date of this Agreement. (d) Except as disclosed in Section 4.15(d) of the Business Disclosure Schedule, all Purchased Assets are Assets: (i) are in good operating condition and repair, ordinary and reasonable wear and tear excepted; and (ii) have been maintained in a manner consistent with the past maintenance practices of Seller consistent with industry practices; (iii) are suitable and adequate for continued use in the manner Ordinary Course of Business and in which they are presently being usedconformity with the engineering specifications for products relating to the Business; and (iv) conform to all Legal Requirements; provided, however, that the representations and warranties in this subsection (c) shall be to the best of Seller’s Knowledge to the extent applicable to the Non-Excellarate Assets.

Title; Sufficiency; Condition of Assets. (a) Seller has Sellers (i) have good and marketable valid title to (or in all of the case Purchased Assets free and clear of any leased or licensed Purchased Asset, has a valid leasehold interest in or valid rights to use), is Encumbrances except the Permitted Encumbrances and (ii) are the exclusive legal and equitable owner owners of (or in the case of any leased or licensed Purchased Asset, is the valid licensee or valid lessee of) the Purchased Assets. None of the Permitted Encumbrances could reasonably be expected to materially impair the continued use and operation of the Purchased Assets to which they relate in the conduct of the TMR Business. Sellers have full unrestricted right and power to sell, convey, assign, transfer and deliver to Buyer good and valid title to all of the Purchased Assets, free and clear of any and all Encumbrances other than Permitted Encumbrances. The Purchased Assets are free not subject to any preemptive right, right of first refusal or other right or restriction. The sale, transfer and clear of all Encumbrances of any kind or nature, except (i) Encumbrances disclosed on Section 4.15 of the Business Disclosure Schedule which will be removed and released at or prior to the Closing; and (ii) Permitted Exceptions. Upon Closing, Purchaser will acquire exclusive, good and marketable title to (or in the case of any leased or licensed Purchased Asset, will acquire a valid leasehold interest in or valid rights to use) the Purchased Assets; (b) Seller has the unrestricted power and right to sell, assign and deliver the Purchased Assets and no restrictions will exist on Purchaser’s right to resell, license or sublicense any assignment of the Purchased Assets or Assumed Liabilities or engage in as contemplated by this Agreement will give Buyer ownership and possession of, and the Business. Notwithstanding anything the contrary in this Section 4.15(b)right to use, all of the Purchased Assets that are Contracts are subject (including all Governmental Approvals, including the PMAs relating to the terms HL1 CO2 Heart Laser System and conditions of each such Contract as set forth thereinthe HL2 CO2 Heart Laser System and all supplements thereto). (cb) The Purchased Assets include all of the assets used in or necessary to permit Purchaser to conduct required for conducting the TMR Business after the Closing in the manner as it is being presently conducted on the date of this Agreement in compliance with all Legal Requirements and to perform all Assumed Liabilities. Upon the Closing, Buyer will be entitled to the continued possession and use of all Purchased Assets. Except for Real Property which is leased pursuant to a Real Property Lease set forth on Schedule 1.1(f)the Purchased Assets, there are no assets other assets, properties or rights ownedrights, heldincluding, leased or licensed by the Members or any other Seller Affiliate to Sellers’ actual Knowledge, intellectual property rights, that are used inrequired by Sellers, or necessary to permit Purchaser to conduct, the Business that will be required by Buyer after the Closing Closing, to conduct the TMR Business in a manner substantially consistent in all material respects with the manner as it is being conducted on in which Seller currently conducts the date of this AgreementTMR Business. (dc) Except as disclosed in The tangible Purchased Assets listed on Section 4.15(d4.8(c) of the Business Sellers Disclosure Schedule, all Purchased Assets are Schedule (i) are in good operating condition and repair, ordinary wear and tear excepted; and , (ii) are suitable and adequate for continued use in the manner ordinary course of business; and (iii) conform to all Legal Requirements. Without limiting the other representations and warranties of Sellers, all other tangible Purchased Assets have been inspected by Buyer and are being purchased in an “AS IS” condition. (d) As of the date hereof, Sellers are and continually since January 1, 2007 has been, insured by insurers, reasonably believed by Sellers to be of recognized financial responsibility and solvency, against such losses and risks and in such amounts as are customary in the businesses in which they are presently being usedengaged.