Title; Sufficiency of Assets. (a) Except as set forth on Schedule 4.4(a) of the Seller Disclosure Schedule, Seller owns, leases, licenses or has the right to use the Purchased Assets.
(b) Schedule 4.4(b) of the Seller Disclosure Schedule sets forth a complete and accurate list of all Purchased Assets leased or licensed by Seller from any other Person (including Parent and any other Affiliate of Seller). Except as set forth on Schedule 4.4(b) of the Seller Disclosure Schedule, no other Person has any right, title or interest in any of the Purchased Assets.
(c) Seller has, and subject to obtaining any consents required by this Agreement, at the Closing will transfer to Purchaser, good, valid and transferable title to (or in the case of any leased or licensed Purchased Assets listed on Schedule 4.4(b) of the Seller Disclosure Schedule, a valid lease in or license to) the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances. Seller has the valid and exclusive right to possess, use and transfer the Purchased Assets; in each case, which right shall be fully transferred to Purchaser at the Closing pursuant to the terms of this Agreement.
(d) The Purchased Assets constitute (i) all of the Assets of Seller and its Affiliates relating primarily or exclusively to the Product and (ii) all of the Assets of Seller and its Affiliates that are material and necessary to the development and manufacture of the Product, provided that for purposes of clauses (i) and (ii): (A) Seller makes no representation as to the volume of Product that may be manufactured using only the Purchased Assets; (B) the following are excluded from “Assets”: (x) the Assets set forth in Section 2.2 and (y) records not included in the definition of Product Records; and (C) as to Contracts, the Purchased Assets include the material Contracts to which Seller or any Affiliate thereof is a party relating primarily or exclusively to the Product, other than those Contracts set forth on Schedule 4.11(b).
Title; Sufficiency of Assets. (a) The Seller Entities, the Rexam Entities and the Purchased Entities collectively will as of immediately prior to the Closing own all right, title and interests in and to the Purchased Assets free and clear of all Encumbrances, other than (in the case of Purchased Assets other than the Purchased Equity) Permitted Encumbrances, except with respect to the Specified Business Contracts and any Lease for any Leased Business Real Property for restrictions contained in those agreements including restrictions on assignments, use and other Encumbrances granted thereunder.
(b) As of the Closing, the Purchased Assets (including the Interests) and the assets held by the Purchased Entities, (i) taking into account the Ancillary Agreements and all of the assets, services, products, real property, Intellectual Property to be provided, acquired, leased or licensed pursuant to any Deed or under the Ancillary Agreements (or, with respect to Intellectual Property, under Sections 4.9 and 4.10 of this Agreement) and (ii) assuming all Approvals and Business Permits have been obtained or transferred (or the benefits or burdens thereunder have been provided to Purchaser), are sufficient in all material respects for the continued viability and competitiveness of the Business after the Closing and constitute all of the material rights, property and assets necessary for the conduct of the Business in all material respects as it is currently conducted and for the continued viability and competitiveness of the Business.
Title; Sufficiency of Assets. Seller has good and marketable title to all of the Acquired Assets, free and clear of all liens, mortgages, pledges, encumbrances, security interests, conditional sales agreements, or charges of any kind or character. The Acquired Assets constitute all the assets used in the operation of the Business and are sufficient for Buyer to operate the Business in the manner it was conducted prior to Closing.
Title; Sufficiency of Assets. Except as set forth on Schedule 4.4, each Seller owns and holds good and marketable title to any Owned Real Property held by it and good and valid title to the remainder of the Purchased Assets, in each instance free and clear of all Encumbrances, other than the Permitted Encumbrances. Each Seller is the sole legal and equitable owner of the Purchased Assets as set forth on Schedule 4.4. The Purchased Assets constitute all of the assets used in the Business as presently conducted, except for the Excluded Assets. With the exception of proprietary records and technology of Sellers and the assets referenced on Schedule 2.2(l), none of the Excluded Assets is located at the Facilities. At the Closing, each Seller will convey to the appropriate Buyer good and marketable title to the Owned Real Property if any, that it holds and good and valid title to the remainder of the Purchased Assets, free and clear of all Encumbrances, other than Permitted Encumbrances. To Sellers’ knowledge, there are no facts or conditions affecting the Purchased Assets which could, individually or in the aggregate, materially interfere with the use, occupancy or operation of the Purchased Assets as currently used, occupied or operated. The Purchased Assets (together with the Excluded Assets) consist of all assets necessary to operate and are adequate for the purposes of operating the Business in the manner in which it has been operated since January 1, 2010.
Title; Sufficiency of Assets. The Clinic is the exclusive legal and equitable owner of, and has the unrestricted power and right to sell, assign and deliver the Assets of the Clinic. The Assets are free and clear of all Encumbrances.
Title; Sufficiency of Assets. Upon consummation of the transactions contemplated by this Agreement and the Related Agreements, Parent or one or more of its subsidiaries and Controlled Affiliates (including the Surviving Corporation), taken together, will own, possess, have a valid license to, have a valid lease in or otherwise have the right to use all of the rights, properties and assets necessary to conduct the Business in all material respects as currently conducted and as the same will be conducted on the Closing Date, including all such assets reflected in the Reference Balance Sheet or acquired since the date thereof (collectively, the “Assets”), except for any failure to have such titles, interests or rights that, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Material Adverse Effect. The Company and its Subsidiaries have maintained in all material respects all tangible Assets in good repair, working order and operating condition, subject only to ordinary wear and tear.
Title; Sufficiency of Assets. Except as otherwise set forth on Section 3.8(a) of the Seller Disclosure Schedules, (a) Seller or one or more of its Subsidiaries has good and valid title to, or the right to transfer (or cause to be transferred) in accordance with the terms of this Agreement and the transactions contemplated hereby, all of the material Purchased Assets, free and clear of all Liens (other than Permitted Liens), except as would not reasonably be expected, individually or in the aggregate, to be material to the Business, taken as a whole; (b) Seller or one or more of its Subsidiaries has good and valid title to the Purchased Entity Shares and the Purchased Venture Interests, free and clear of Liens, and is the record and the beneficial owner of all such Purchased Entity Shares and Purchased Venture Interests, free and clear of all Liens, except as would not reasonably be expected, individually or in the aggregate, to be material to the Business, taken as a whole; and (c) at the Closing, assuming the receipt of all Approvals required for the transfer, conveyance and assignment of such Purchased Assets, Seller or one or more of its Subsidiaries will transfer, convey and assign good and valid title to the owned Purchased Assets and the right to use the leased or licensed Purchased Assets, in each case free and clear of all Liens (other than Permitted Liens except that the Purchased Entity Shares and Purchased Venture Interests shall not have any Permitted Liens); and (d) as of the Closing, except as otherwise set forth on Section 3.8(b) of the Seller Disclosure Schedules, the Purchased Assets (including the Purchased Entity Shares and the Purchased Venture Interests), (i) taking into account the Transaction Documents and all of the assets, services, products, real property and Intellectual Property provided or to be provided pursuant to the Transaction Documents (with respect to the Transition Services Agreement, solely with respect to the services provided by Seller expressly described in the Schedules (as defined in the Transition Services Agreement) contained in Exhibit A attached hereto as of the date hereof) and (ii) assuming all Approvals and Business Permits have been obtained or transferred, constitute all of the assets owned by the Seller Entities that are necessary to conduct the Business in all material respects in the manner currently conducted.
Title; Sufficiency of Assets. (a) Except as otherwise provided in this Agreement or as would not be, individually or in the aggregate, material to the Business, Seller or the Seller Subsidiaries own and have good and valid title to, or other valid, binding and enforceable legal rights to possess and use, all of the Acquired Assets, free and clear of all Liens, other than Permitted Liens. Except as otherwise provided in this Agreement or as would not be, individually or in the aggregate, material to the Business, the Acquired Assets that are tangible assets of any kind or description are in good operating condition, working order and repair, ordinary wear and tear excepted, and suitable for the purpose for which they are being used by Seller and the Seller Subsidiaries.
(b) The Acquired Assets, together with the rights and benefits to be provided pursuant to the Transition Services Agreement and assuming all Consents and authorizations set forth in or may be required with respect to the items set forth in Sections 3.3(a) or (b) of the Seller Disclosure Schedule necessary in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained, shall, in the aggregate, constitute all of the assets, properties, claims and rights necessary for Purchaser and its Subsidiaries to conduct the Business immediately following the Closing in substantially the same manner in all material respects as conducted by Seller and the Seller Subsidiaries immediately prior to the Closing. Nothing in this Section 3.5 is intended to or shall be treated as a representation of non-infringement, which is solely set forth in Section 3.18.
Title; Sufficiency of Assets. Such Seller owns and has a valid leasehold interest in, all material tangible personal property included in the Assumed Platform Assets, free and clear of all Liens (other than Liens for personal property taxes for the current period that includes the Closing Date that are not due and payable at or prior to the Closing Date). Assuming (i) all consents, approvals, authorizations, clearances, exemptions, waivers or similar affirmations by any Person pursuant to any Permit, Contract, Law, judgment or otherwise which are required in connection with the sale, assignment, transfer or conveyance of the Assumed Platform Assets have been made or obtained, (ii) the performance of the services by CCM pursuant to the CCM Services Agreement, (iii) the performance of the services by Realco pursuant to the Transition Services Agreement and (iv) the provision of services or other tangible personal property at the Platform by third parties pursuant to existing Contracts, the tangible personal property included in the Assumed Platform Assets constitutes all of the material tangible personal property reasonably required to operate the Platform in all material respects substantially in the same manner as currently conducted by such Seller on the date of this Agreement.
Title; Sufficiency of Assets. (a) Except as set forth on Section 4.13(a) of the Company Disclosure Schedules, the Company or one of its Subsidiaries owns and has good title to, or holds pursuant to valid and enforceable leases in respect of, all machinery, equipment and other tangible property reflected on the Latest Balance Sheet as owned by the Company or one of its Subsidiaries, free and clear of all Encumbrances other than Permitted Encumbrances, except for such property sold or disposed of subsequent to the date thereof in the ordinary course of business. The machinery, equipment and other tangible property owned or leased by the Company and its Subsidiaries is in all material respects (i) in good working order and condition, ordinary wear and tear excepted and (ii) usable in the ordinary course of business consistent with past practice of the Company and its Subsidiaries.
(b) Immediately after the Closing, the assets and properties owned, leased or licensed by the Company and its Subsidiaries, after taking into account the services to be provided under the Services Agreements, will constitute all material assets and properties necessary, and all of such assets and properties are sufficient, to operate the business of the Company and its Subsidiaries as conducted immediately prior to the Closing.
(c) Except as set forth on Section 4.13(c) of the Company Disclosure Schedules and assets and properties made available under the Services Agreements, all assets and properties used by the Company and its Subsidiaries in their business are owned, leased or licensed by the Company or one of its Subsidiaries, and none of the Affiliates of Seller (other than the Company or any of its Subsidiaries) own, lease or license any assets or properties used in the business of the Company and its Subsidiaries.
