Common use of Title; Sufficiency of Assets Clause in Contracts

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. (a) The Seller EntitiesAcquired Companies own, are in possession of, and have good and valid title to, or in the Rexam Entities case of leased or licensed property and assets, valid leasehold interests in or licenses to, all property and assets (whether real, personal tangible or intangible but excluding Intellectual Property Rights) reflected on the Purchased Entities collectively will as Balance Sheet or acquired after the date thereof (other than properties and assets sold, transferred or abandoned in the ordinary course of immediately prior business substantially consistent with past practice), in each case that are material to the Closing own all rightAcquired Business, title and interests in and to the Purchased Assets each case free and clear of all Encumbrances, Liens 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 thereunderLiens. (b) As of The Acquired Business Assets, the Intellectual Property Rights and Technology licensed to Purchaser pursuant to the Intellectual Property Cross-License Agreement and the Transition Services Agreement and the other services and rights provided to Purchaser pursuant to the Transition Services Agreement and other Ancillary Agreements will be, immediately following the Closing, when used with a workforce comparable to the Purchased Assets (including the Interests) and the assets held workforce employed by the Purchased EntitiesCompany Group on the date of this Agreement in connection with the Acquired Business, (i) taking into account sufficient for the Ancillary Agreements and all operation 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 Acquired Business in all material respects as it is currently conducted and for by the continued viability and competitiveness Company Group on the date hereof without giving effect to (i) any changes in the conduct of the BusinessAcquired Business by, or caused by, Purchaser or its Affiliates or (ii) any effect on the Acquired Business arising from or relating to Purchaser’s or its Affiliates’ business, assets, Contracts or other obligations; it being understood that the term(s) of the licenses to be granted under the Intellectual Property Cross-License Agreement and the term(s) of the services to be provided under the Transition Services Agreement are limited to the extent specified therein (including as to duration).

Title; Sufficiency of Assets. (a) The Seller EntitiesExcept as otherwise provided in this Agreement or as would not be, individually or in the Rexam Entities aggregate, material to the Business and the Purchased Companies (and their Subsidiaries), taken as a whole, the Seller Entities collectively or the Purchased Companies (or their Subsidiaries) will (assuming all Approvals as may be required in connection with the consummation of the Transaction and the other transactions contemplated by this Agreement have been obtained) have as of immediately prior to the Closing own good and valid title to, or other legal rights to possess and use, all right, title and interests in and to of the Purchased Assets Assets, free and clear of all Encumbrances, Liens 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 thereunderLiens. (b) As Except (i) as set forth in Section 3.9(b) of the ClosingSeller Disclosure Schedules and (ii) as would not be, individually or in the aggregate, material to the Business and the Purchased Companies (and their Subsidiaries), taken as a whole, the Purchased Assets (including assuming all Approvals as may be required in connection with the Interests) consummation of the Transaction and the other transactions contemplated by this Agreement have been obtained), together with the rights and benefits to be provided pursuant to the Transaction Documents and any assets held by that are the Purchased Entitiessubject of any of the Shared Contracts, (i) taking into account shall, in the Ancillary Agreements and aggregate, constitute all of the assets, services, products, real property, Intellectual Property properties and rights necessary and sufficient for Purchaser and its Subsidiaries (including the Purchased Entities and their Subsidiaries) to be provided, acquired, leased or licensed pursuant to any Deed or under conduct the Ancillary Agreements (or, with respect to Intellectual Property, under Sections 4.9 and 4.10 Business as conducted as of the date 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. (a) The Seller EntitiesAcquired Companies have good and valid title to, 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 or (in the case of Purchased Assets assets and properties leased by the Acquired Companies) valid leasehold interests in, all of the assets and properties owned or used by the Acquired Companies in the Business (the “Assets”), and such title and interests are held free and clear of any Liens (other than the Purchased Equity) Permitted Encumbrances, except with respect to the Specified Business Contracts Liens and any Lease for any Leased Business Real Property for restrictions contained in those agreements including restrictions on assignments, use and other Encumbrances granted thereunderLiens that will be released at Closing). (b) As of The Assets are sufficient for the ClosingAcquired Companies to carry on the Business as presently carried on, the Purchased Assets (including the Interests) and the assets held by Acquired Companies will own or have the Purchased Entities, (i) taking into account the Ancillary Agreements and right to use all of the assetsAssets necessary to conduct the Business, servicesin each case, 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 from 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 Date in all material respects as it is currently conducted presently carried on, consistent with past practice. (c) The Assets are (i) in good operating condition and repair, subject to continued repair and replacement in accordance with past practice and (ii) suitable for the continued viability and competitiveness their intended use. (d) As of the BusinessClosing Date, no Assets are held by any Seller or its Affiliates (other than the Acquired Companies), other than assets and properties made available to the Acquired Companies pursuant to the terms of the Affiliated Contracts. No business or operations of the Excluded Entities are or have been conducted by the Acquired Companies, and the Acquired Companies are not responsible for paying, performing or discharging any Liabilities of the Excluded Entities.