Title to and Adequacy of Purchased Assets. Except as disclosed on Schedule 6.6(c) hereto, Seller has, and on the Closing Date will convey and transfer to Buyer, good, complete and marketable title to all of the Purchased Assets, free and clear of all mortgages, security interests, liens, options, pledges, equities, claims, charges, restrictions, conditions, conditional sale contracts and any other encumbrances or adverse interests of any kind or nature whatsoever (collectively "Liens or Encumbrances"). Except as set forth on Schedule 6.6(c), all of the Purchased Assets are in the exclusive possession and control of Seller and Seller has the unencumbered right to use, and to sell to Buyer in accordance with the terms and provisions of this Agreement, all of the Purchased Assets without interference from and free of the rights and claims of others. The Purchased Assets constitute all the assets, properties, rights, privileges and interests necessary for Buyer to own and operate the Purchased Restaurants.
Title to and Adequacy of Purchased Assets. Except as disclosed on Schedule 3.5 hereto, Seller has, and on the Closing Date will convey and transfer to Buyer, good, complete and marketable title to all of the Purchased Assets, free and clear of all Encumbrances other than the Permitted Encumbrances of any nature whatsoever other than restrictions on transfer of Assigned Contracts. Except as set forth on Schedule 3.5, all of the Purchased Assets are in the exclusive possession and control of Seller and Seller has the unencumbered right to use, and to sell to Buyer in accordance with the terms and provisions of this Agreement, all of the Purchased Assets without interference from and free of the rights and claims of others. The Purchased Assets constitute all of the assets, properties, rights, privileges and interest which Seller either owns or controls, or uses or holds for use exclusively in connection with the Business and which are necessary for Buyer to own and operate the Business as currently conducted and as proposed to be conducted.
Title to and Adequacy of Purchased Assets. Except as disclosed on Schedule 4.5 hereto, Seller has, and at the Closing Seller will convey and transfer to Buyer, good, complete and marketable title to all of the Purchased Assets, free and clear of all mortgages, liens, security interests, encumbrances, pledges, leases, equities, claims, charges, restrictions, conditions, conditional sale contracts and any other adverse interests. Except as set forth on Schedule 4.5, all of the Purchased Assets are in the exclusive possession and control of Seller and Seller has the unencumbered right to use and sell to Buyer all of the Purchased Assets without interference from others. The Purchased Assets constitute all the assets, properties, rights, privileges and interests necessary for Buyer to own and operate the Business substantially in the same manner as it has been conducted by Seller during the period immediately preceding the execution of this Agreement.
Title to and Adequacy of Purchased Assets. (a) Schedule 1.1 sets forth a complete and accurate list of all Trademarks owned or used by Regenicin in connection with the PermaDerm Technology.
(b) Regenicin has good and valid title to and unqualified right to use and transfer to Amarantus, all of the Purchased Assets, free and clear of all liens, claims, prior assignments, mortgages, security interests, and other title retention arrangements, restrictions or encumbrances whatsoever (collectively, “Liens”), other than the perfected security interest held by CCLG, or any payment except maintenance fees. Regenicin has not granted any right in the Purchased Assets to any other Person and, to the best of the Regenicin’s knowledge, no other Person has any right in the Purchased Assets.
(c) To the knowledge of Regenicin, the use of the Purchased Assets does not infringe or is alleged to infringe or misappropriate any patent, trademark, service mxxx, trade name, domain name or other proprietary right of any Person. Regenicin has received no notice of, and to the best of the Regenicin’s knowledge there is no basis for, any claim or demand of any Person, or any proceeding that is pending or threatened, which challenge the exclusive rights of Regenicin in respect of any of the Purchased Assets. To Regenicin’s knowledge, except as claimed in the Lonza Litigation, no other Person infringes or misappropriates any Intellectual Property among the Purchased Assets.
(d) Regenicin is the owner of the Trademarks and does not know of any prior use of the Trademarks or any third party claim of any prior use of the Trademarks or any confusingly similar mxxx on or in connection with the PermaDerm Technology, and there are no challenges to Regenicin’s ownership of the Trademarks or Regenicin’s right to assign the Trademark and its associated goodwill to Amarantus. Regenicin has not abandoned use of the Trademarks and Regenicin has reasonably continuously used the Trademarks in commerce since its adoption, as set forth in the Trademark registration, in connection with the goods or services listed in the Trademark registrations.
(e) Notwithstanding anything contained herein, Regencin specifically disclaims any representation or warranty as to: (1) any asserted claim of ownership of the Purchased Assets that may be made by Lonza or any of its affiliates; and (2) as to the quality, value or commerciality of the Knowhow or IP which is the subject of the Lonza Litigation.
Title to and Adequacy of Purchased Assets. The Purchased Assets and the rights granted to Buyer pursuant to the Seller Ancillary Agreements comprise all of the properties and assets used and/or owned by Seller (other than the Optioned Property). At the Closing, Buyer shall acquire good and valid title to the Purchased Assets free and clear of all Liens. Seller has good and valid title to all of the Purchased Assets, free and clear of all Liens. To the best of Seller's knowledge, the buildings, plants, structures and equipment of the Seller which are included among the Purchased Assets are in operating condition and are (i) structurally sound and (ii) in good condition and repair. Seller has no knowledge about whether the buildings, plants, structures and equipment of the Seller which are included among the Purchased Assets are (i) safe for the type of business currently conducted by the Seller or (ii) fit for the particular purpose for which they are intended. To the best of Seller's knowledge, none of such 10- buildings, plants, structures or equipment is in need of maintenance or repairs except for ordinary, routine maintenance or repairs that are not material in nature or cost.
Title to and Adequacy of Purchased Assets. (a) Except as disclosed on SCHEDULE 4.2 hereto, Seller has, and on the Closing Date will convey and transfer to Buyer, good, complete and marketable title to all of the Purchased Assets, free and clear of all mortgages, security interests, liens, options, pledges, equities, claims, charges, restrictions, conditions, conditional sale contracts and any other encumbrances or adverse interests of any kind or nature whatsoever (collectively, "Liens and Encumbrances"). Except as set forth on SCHEDULE 4.2, all of the Purchased Assets are in the exclusive possession and control of Seller and Seller has the unencumbered right to use, and to sell to Buyer in accordance with the terms and provisions of this Agreement, all of the Purchased Assets without interference from and free of the rights and claims of others.
(b) The Purchased Assets constitute all the assets, properties, rights, privileges and interests that are necessary for the Buyer to operate the Business substantially in the same manner as it has been operated by Seller since January 1, 1996.
Title to and Adequacy of Purchased Assets. At the Closing, Seller will convey and transfer to Purchaser good, complete and marketable title to all of the Purchased Assets, free and clear of any and all restrictions and conditions on transfer or assignment, and free and clear of any and all liens. All of the Purchased Assets are in the exclusive possession and control of Seller and Seller has the unencumbered right to use and sell to Purchaser all of the Purchased Assets without interference from others. No actions, proceedings or transactions have been commenced or undertaken by Seller that give or would give rights to any person, other than Purchaser, in any of the Purchased Assets or interfere with the consummation of the transactions contemplated by this Agreement.
Title to and Adequacy of Purchased Assets. Except as disclosed on Schedule 4.5(e) hereto, Seller has, and on the Closing Date will convey and transfer to Buyer, good, complete and marketable title to all of the Purchased Assets, free and clear of all Liens and Encumbrances of any nature whatsoever. Except as set forth on Schedule 4.5(e), all of the Purchased Assets are in the exclusive possession and control of Seller and Seller has the unencumbered right to use, and to sell to Buyer in accordance with the terms and provisions of this Agreement, all of the Purchased Assets without interference from and free of the rights and claims of others. The Purchased Assets constitute all the assets, properties, rights, privileges and interests necessary for Buyer to own and operate the Business substantially in the same manner as it has been owned and operated by Seller.
Title to and Adequacy of Purchased Assets. Except for the Permitted Encumbrances and the Notes as disclosed on Schedule 2.1.3 hereto, the Seller has, and will transfer to the Buyer at the Closing, good and marketable title to the Purchased Assets, free and clear of restrictions or conditions on transfer or assignment, and free and clear of all mortgages, liens, security interests, encumbrances, pledges, leases, equities, claims, charges, conditions, and conditional sale contracts other than Permitted Encumbrances and Assumed Obligations. All of the Purchased Assets are in the exclusive possession and control of Seller and, subject to Seller’s obligations under the Notes set forth on Schedule 2.1.3, Seller has the unencumbered right to use such assets without interference from others. The Purchased Assets constitute substantially all of the assets, properties, rights, privileges and interests necessary for the operation of the Business after the Closing in substantially the same manner as the Business has heretofore been conducted by Seller.
Title to and Adequacy of Purchased Assets. Except as disclosed on Schedule 4.5 hereto, Seller has, and at the Closing Seller will convey and transfer to Buyer, good, complete and marketable title to all of the Purchased Assets, free and clear of all mortgages, liens, security interests, encumbrances, pledges, leases, equities, claims, charges,
