Title to and Sufficiency of Purchased Assets Sample Clauses

Title to and Sufficiency of Purchased Assets. (a) Except as set forth in Schedule 3.14(a)(i), Seller and its Subsidiaries, as applicable, have good and marketable title to, or valid leasehold interests in, all material Purchased Assets free and clear of all Liens except for Permitted Liens. Except as set forth in Schedule 3.14(a)(ii), each Purchased Subsidiary has good and marketable title to, or valid leasehold interests in, all material assets and properties of such Purchased Subsidiary (other than the Non-Business Assets), in each case free and clear of all Liens except for Permitted Liens. (b) Except for the Affiliate Transactions (which shall be terminated at the Closing), for Shared Contracts that are not Purchased Contracts or Buyer Designated Shared Contracts or as set forth in Schedule 3.14(b), the Purchased Assets and the assets and properties of the Purchased Subsidiaries (other than the Non-Business Assets), together with all other property and assets the benefit of which is to be provided to Buyer pursuant to this Agreement and the other Transaction Documents, immediately after the Closing, will constitute all of the assets and properties required to operate the Business in all material respects in substantially the manner conducted on the date hereof by Seller and its Subsidiaries (including the Purchased Subsidiaries); provided that the foregoing is subject to the limitation that certain transfers, assignments, licenses, sublicenses, leases and subleases, as the case may be, of Purchased Assets, Contracts and Permits, and any claim or right or benefit arising thereunder or resulting therefrom, may require consent of a Person or Governmental Authority, which has not been obtained, and that such matters are addressed elsewhere in this Agreement and the other Transaction Documents. (c) Except as set forth on Schedule 3.14(c), neither the whole nor any portion of any Purchased Asset or any asset of a Purchased Subsidiary is subject to any Law to be sold or is being condemned, expropriated or otherwise taken by any Governmental Authority with or without payment of compensation therefor, nor to the knowledge of Seller has any such condemnation, expropriation or taking been proposed, decreed or notified in accordance with applicable Law.

Title to and Sufficiency of Purchased Assets. (a) Seller has good and marketable title to, or a valid leasehold interest in, the Purchased Assets, free and clear of all Liens (except for (i) Permitted Liens or (ii) as set forth in Schedule 4.6(a) of the Disclosure Schedules). Seller will transfer to Buyer at Closing, and immediately after the Closing Buyer will have, good and marketable title to, or a valid leasehold interest in, all of the Purchased Assets, free and clear of all Liens (except Permitted Liens). (b) Except for the Excluded Assets or as set forth in Schedule 4.6(b) of the Disclosure Schedules, the Purchased Assets constitute all of the assets, properties and rights necessary for the conduct and operation of the Business as currently conducted and substantially as conducted for the previous twelve (12) months. (c) Except (i) as set forth in Schedule 4.6(c) of the Disclosure Schedules and (ii) for the railcar damages reflected in the Accrued Contract Liabilities, each tangible asset included in the Purchased Assets is in good operating condition and repair (ordinary wear and tear excepted) and is adequate for the purposes for which it is used. (d) Schedule 4.6(d) of the Disclosure Schedules contains a true, complete and correct list of all vehicles and equipment owned by Seller where the ownership of such vehicle or equipment is evidenced by a certificate of title.

Title to and Sufficiency of Purchased Assets. (a) The sale and delivery to Purchaser of the Purchased Assets pursuant to the provisions of this Agreement will transfer to Purchaser good and marketable title to the respective assets (or, as to any leased property, a valid leasehold interest), free and clear of any Liens (other than Liens listed in Section 4.5(a) of the Disclosure Schedule or Liens created by the Purchaser). Except for the Liens that are listed in Section 4.5(a) of the Disclosure Schedule, no Person other than Seller with respect to the Purchased Assets has any interest in (i) any of the Purchased Assets (other than Leases, Leased Premises or Personal Property Leases) transferred to Purchaser hereunder or (ii) Seller's leasehold interest in any Leases, Leased Premises or Personal Property Leases included in the Purchased Assets transferred to Purchaser hereunder. (b) The Purchased Assets constitute all of the assets used by Seller to conduct the Acquired Business and are sufficient to enable Purchaser to conduct the Acquired Business at a level of expertise that is no less than that employed by Seller.

Title to and Sufficiency of Purchased Assets. Sellers have good and valid title to, or valid leasehold interests in, all of the Purchased Assets, free and clear of all Encumbrances (other than Permitted Encumbrances) and, at the Closing, subject to the Sale Order and obtaining any Transfer Consent, Sellers will transfer, convey and assign good and valid title to, or valid leasehold interests in, the Purchased Assets (including record and beneficial ownership of the Purchased Shares) free and clear of all Encumbrances (other than Permitted Encumbrances). The Purchased Assets collectively with the Excluded Assets described in Section 2.03(c), Section 2.03(g) and Section 2.03(j) constitute all of the material assets, properties and rights held for use or necessary to operate and conduct the Business in the Ordinary Course.

Title to and Sufficiency of Purchased Assets. Sellers have good and valid title to, or valid leasehold interests in, all of the Purchased Assets, free and clear of all Encumbrances (other than Permitted Encumbrances) and, at the Closing, subject to the Sale Order and any other applicable Order of the Bankruptcy Court, and subject to Section 2.05, Sellers will transfer, convey and assign good and valid title to, or valid leasehold interests in, the Purchased Assets (including record and beneficial ownership of the Purchased Shares) free and clear of all Encumbrances (other than Permitted Encumbrances). Except (a) as set forth on Section 3.05 of the Disclosure Schedules and (b) for the exclusion of the Excluded Assets, and subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of all Purchased Contracts in accordance with applicable Law (including satisfaction of all applicable Cure Costs), the Purchased Assets, together with the assets of the Purchased Entities, constitute all of the material assets, properties and rights held for use or necessary to operate and conduct the Business in all material respects in the Ordinary Course. Except as set forth on Section 3.05 of the Disclosure Schedules, neither Portal Acquisition Company nor 317047 B.C. Ltd, each as Subsidiary of the Company, hold any assets, properties or rights, either individually or in the aggregate, that are material to the operation of the Business.

Title to and Sufficiency of Purchased Assets. Seller has good and valid title to, or in the case of leased or licensed assets, a valid leasehold interest in or license to, all of the Purchased Assets, free and clear of any and all Liens, except for Permitted Liens. The Purchased Assets include all tangible and intangible assets and rights necessary for the operation of the Business by Purchaser after the Effective Time as it is being conducted on the date hereof. None of the Excluded Assets are material to the Business. The tangible personal property included in the Purchased Assets is (a) in good operating condition and repair, ordinary wear and tear excepted, and (b) suitable and adequate for continued use in the manner in which it is presently being used.

Title to and Sufficiency of Purchased Assets. Seller or, in the case of the UK Shares, Sequa UK owns all of the properties, rights, interest and assets included within the Purchased Assets and Seller and the UK Company own all of the assets (whether real, personal or mixed and whether tangible or intangible), properties, rights and interest that they purport to own, including, in each case, all of the properties and assets reflected in the 2002 Balance Sheet (to the extent such exist as of the date of this Agreement and continue to the Closing) free and clear of all Liens, other than Permitted Liens. Neither Seller nor the UK Company, in connection with its conduct of the Business, has purchased or otherwise acquired or sold or otherwise disposed of any material properties or material assets (other than inventory in the ordinary course of the Business consistent with past practice) since the date of the 2002 Balance Sheet. The Purchased Assets and the assets owned by the UK Company, together with the Other Agreements and the Excluded Assets and the Excluded UK Assets, constitute all of the assets, properties, agreements, licenses, rights and properties which are necessary to enable Purchaser to conduct the Business after the Closing in substantially the same manner as the Business has been conducted prior to the Closing.

Title to and Sufficiency of Purchased Assets. Except as set forth in Schedule 3.4 of the Disclosure Schedule, Seller is the exclusive owner of, and has good and marketable title to, the Purchased Assets and all good will associated therewith, free and clear of all Liens or liabilities. Seller has good and indefeasible title to all properties and assets owned by it and subject to this Agreement, and there are no pending or threatened condemnation proceedings affecting any of such properties and assets. Seller is not in default or breach under the Lease. Upon the transfer of the Purchased Assets to Acquisition as contemplated by this Agreement, Acquisition will acquire all of Seller’s rights, title and interest to the Purchased Assets. The Purchased Assets (i) are sufficient and adequate to carry on the operations of the Business as presently conducted, and (ii) constitute all of the property (other than the Excluded Assets) and rights necessary for the conduct of the Business on a basis consistent with past operations.

Title to and Sufficiency of Purchased Assets. The Purchaser recognizes that none of the Parent or the Sellers have conducted the Southern Business as a separate business and the following in (ii)-(v) are qualified by knowledge of the persons listed on Section 2.02(a) of the Disclosure Schedule: (i) Except as set forth on Section 2.02(a)(i) of the Disclosure Schedule, the Sellers hereunder own, have valid and enforceable leasehold interests in or (in the case of assets that are not susceptible to title ownership) have the valid right to use all of the assets primarily used or held for use in the Southern Business; (ii) Except as set forth on Section 2.02(a)(ii) of the Disclosure Schedule, and subject to the Transition Services Agreements and the Framework Agreement, the Purchaser, by acquiring the shares of the PBM Entity, Genplus Managed Care, Inc., and Eckerd Corporation Of Florida, Inc. and the Purchased Assets will acquire all assets necessary to carry on the PBM Business as presently conducted; (iii) Except as set forth on Section 2.02(a)(iii) of the Disclosure Schedule, and subject to the Transition Services Agreements and the Framework Agreement, the Purchaser, by acquiring the Purchased Assets will acquire all assets necessary to carry on the Specialty Pharmacy Business as presently conducted; (iv) Except as set forth on Section 2.02(a)(iv) of the Disclosure Schedule, and subject to the Transition Services Agreements and the Framework Agreement, the Purchaser, by acquiring the Purchased Assets will acquire all assets necessary to carry on the Mail Order Business as presently conducted; and (v) Except as set forth on Section 2.02(a)(v) of the Disclosure Schedule, and subject to the Transition Services Agreements and the Framework Agreement, the Purchaser, by acquiring the Purchased Assets and the shares of the Southern Entities will acquire all assets necessary to carry on the Southern Drugstore Business as presently conducted.

Title to and Sufficiency of Purchased Assets. The Vendor has good and marketable legal and beneficial title to all of the Purchased Assets, free and clear of any and all liens, charges, encumbrances and claims of any other Person and upon the completion of the transactions contemplated under this Agreement, the Purchaser will have good and marketable legal and beneficial title to all of the Purchased Assets, free and clear of any and all liens, charges, encumbrances and claims of any other Person. There is no agreement, option or other right or privilege outstanding in favour of any Person for the purchase from the Vendor of the Business or any part thereof or any of the Purchased Assets other than the purchase of Inventories in the ordinary course of business. The Purchased Assets and their locations are listed or described in Schedules 2.1(9) and 2.1(10) and the Purchased Assets constitute all of the property and assets used or held for use in connection with the Business and are sufficient to permit the continued operation of the Business in substantially the same manner as conducted as of the date hereof and during the year ended on the date of the most recent Annual Financial Statements. None of the asset sold in the Allsight Purchase Agreement are necessary for Purchaser to be able to carry on the Business after the Closing as the Business is currently carried on by the Vendor.