Common use of Title to and Sufficiency of Purchased Assets Clause in Contracts

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. (a1) Except as set forth Subject to the receipt of any Third Party Consents in Schedule 3.14(a)(i)connection therewith, Seller the sale and its Subsidiaries, as applicable, have delivery to Buyer of the Purchased Assets pursuant to the provisions of this Agreement will transfer to Buyer good and marketable title toto the respective assets (or, or as to any leased property, a valid leasehold interests ininterest), all material Purchased Assets free and clear of all any 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 (A) Liens that were Previously Disclosed; (B) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the Non-Business Assets)ordinary course of business and Liens for Taxes that are not due and payable or that may thereafter be paid without penalty; and (C) Liens created by Buyer (collectively, in each case free and clear of all Liens except for "Permitted Liens"). Other than persons having an interest in Permitted Liens that have been Previously Disclosed, no person other than Sellers and the Selling Subsidiaries has any interest in (i) any of the Purchased Assets transferred to Buyer hereunder (provided that this representation and warranty does not apply to Acquired Intellectual Property, Acquired Intellectual Property Licenses and leases of real or personal property) or (ii) Sellers' leasehold interest in any leases of real or personal property included in the Purchased Assets transferred to Buyer hereunder. (b2) Except for Subject to 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)receipt of any required Third Party Consents, the Purchased Assets and the assets and properties of the Purchased Subsidiaries (other than the Non-Business Assets), together with all other property Buyer's rights under the Acquired Intellectual Property Licenses, 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 Ancillary Agreements are sufficient to operate the Business in all material respects in substantially the manner as it is conducted on as of the date hereof by Seller and to permit Buyer to perform in the ordinary course of business its Subsidiaries (including obligations under the Purchased Subsidiaries); provided that Ancillary Agreements consistent with 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 standards 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 Lawtherein.

Title to and Sufficiency of Purchased Assets. (a) Except as set forth in Schedule 3.14(a)(i), Seller and its Subsidiaries, as applicablein the aggregate, have good and marketable title to, or valid leasehold or license interests in, all material Purchased Assets used or held for use in the operation of the Business as currently conducted, free and clear of all Liens except for Permitted Liens. Except as set forth in Schedule 3.14(a)(ii), each Each Purchased Subsidiary Company has good and marketable title to, or valid leasehold or license interests in, all material assets and properties of such Purchased Subsidiary (other than Company used or held for use in the Non-operation of the Business Assets)as currently conducted, 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 Other than 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)Subsidiary Companies, together with all other property and assets the benefit of which is to be provided to Buyer or the Purchased Subsidiary Companies pursuant to this Agreement and the other Transaction DocumentsDocuments (including the Transition Services Agreement), immediately after the Closing, will constitute all of the assets assets, rights, interests and properties properties, both tangible and intangible, 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 SubsidiariesSubsidiary Companies); provided that the foregoing is subject to the limitation that certain transfers, assignments, licenses, sublicenses, replacements, leases and subleases, as the case may be, of Purchased Assets, Contracts Contracts, Shared Contracts, Liquor Licenses and PermitsPermits referred to in Sections 5.04, 5.05, 5.06 and 5.07, 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 obtained (and the other Transaction Documentsabsence of such consent and the consequence thereof shall not, in and of itself, be deemed a breach of this Section 3.14(b) to the extent the existence of the item requiring consent has been disclosed on the Disclosure Schedule (or would not be required to be so disclosed)). (c) Except The tangible assets included in the Purchased Assets, taken as set forth on Schedule 3.14(c)a whole, neither are in good condition and working order, ordinary wear and tear excepted, and usable in the whole nor any portion operation 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 LawBusiness as currently conducted.

Title to and Sufficiency of Purchased Assets. (a) Except as set forth in Schedule 3.14(a)(i), Seller and its SubsidiariesSubsidiaries own, as applicableare in possession of, and have good title to each of the Purchased Assets and marketable title to, or each of the Licensed IP Assets that they purport to own and valid leasehold interests in, all material in each of the Purchased Assets free and clear of all Liens except for Permitted Liens. Except as set forth in Schedule 3.14(a)(ii)that they purport to lease, each Purchased Subsidiary has good and marketable title to, or valid leasehold interests inlicense rights to each of the Licensed IP Assets that they purport to license, all material assets and properties of such valid rights under Contract with respect to the Purchased Subsidiary Assets that they purport to hold (other than the Non-Business Assets)or that arise) under Contracts, 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 Permitted Exceptions and non-exclusive Licenses granted to customers and partners in the Non-Business ordinary course of business consistent with past practice. The Purchased 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 DocumentsLicensed IP Assets, immediately after the Closing, will constitute all of the assets material Assets and properties required to operate the Business in all material respects in substantially the manner conducted on the date hereof Properties used or held for use by Seller and its Subsidiaries (including in the Purchased Business and all of the Assets and Properties required for Purchaser to conduct the Business immediately after the Closing Date without interruption in the ordinary course of business as it has heretofore been conducted by Seller without giving effect to any changes in the conduct of the Business by Purchaser and its Subsidiaries); provided . Purchaser acknowledges and agrees that the foregoing is subject not intended by either Party to address issues of infringement of third-party Intellectual Property Rights, which are addressed in Section 2.11 below. The Purchased Technology includes, in the aggregate, all material Technology that is exclusively related to the limitation that certain transfersBusiness. Upon execution and delivery by Seller to Purchaser of the instruments of sale, assignmentsassignment, licensestransfer and conveyance referred to in Section 1.1, sublicensesPurchaser will become the true and lawful owner of, leases and subleaseswill receive good title to, as the case may be, of Purchased Assets, Contracts free and Permitsclear of all Liens other than Liens (if any) arising solely on account of Purchaser’s actions or omissions and other than licenses to which any of the Purchased IP Assets may be subject, as disclosed in Section 2.11(d)(i) of the Seller Disclosure Schedule. The Asset Schedules accurately set forth, for each material Purchased Asset, the location and any claim whether such asset is owned by Seller or right or benefit arising thereunder or resulting therefroma Subsidiary of Seller, may require consent and, if owned by a Subsidiary, the identity and jurisdiction of a Person or Governmental Authorityorganization of such Subsidiary. Schedules 10.1(CBP), which has not been obtained10.1(PBP) and 10.1(RBP), and that such matters are addressed elsewhere taken in this Agreement and the other Transaction Documents. (c) Except as aggregate, set forth on Schedule 3.14(c)a true, neither correct and complete list of all of the whole nor any portion of any Purchased Asset past and present products commercialized, or any asset of a Purchased Subsidiary is subject to any Law products currently planned to be sold designed or is being condemneddeveloped for commercialization, expropriated by Seller or otherwise taken by any Governmental Authority with or without payment of compensation therefor, nor to its Subsidiaries in the knowledge of Seller has any such condemnation, expropriation or taking been proposed, decreed or notified in accordance with applicable LawPurchaser Field.

Title to and Sufficiency of Purchased Assets. (a) Except The Purchased Assets are held by Sellers as set forth in Schedule 3.14(a)(i), Section 3.12(a) of the Seller and its Subsidiaries, as applicable, Disclosure Letter. Sellers have good title to all Purchased Assets. No Purchased Asset is subject to any Lien other than Permitted Liens and marketable title toLiens under Seller Parent’s existing credit facility that will be released in connection with the Closing. WCCL is party to all of the Existing Agreements except for guarantees entered into by Affiliates of WCCL for the benefit of Sellers or their Affiliates. Except pursuant to this Agreement, WCCL has not assigned, in full or in part, sublicensed or transferred any of the Existing Agreements or any rights, liabilities or obligations thereunder, or valid leasehold interests inentered into any commitment, all material Purchased Assets free and clear of all Liens except for Permitted Liens. Except as set forth in Schedule 3.14(a)(ii)understanding, each Purchased Subsidiary has good and marketable title to, arrangement or valid leasehold interests in, all material assets and properties of such Purchased Subsidiary (any other than agreement regarding the Non-Business Assets), in each case free and clear of all Liens except for Permitted Liensforegoing. (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)on Section 3.12(b) of the Seller Disclosure Letter, the Purchased Assets Assets, the rights that will revert to Buyers upon termination of the Existing Agreements 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 services to be provided under the Distribution Agreement are sufficient to Buyer pursuant permit Buyers and their Affiliates to this Agreement and carry on the other Transaction Documents, Business immediately after the Closing, will constitute all of the assets and properties required to operate the Business Closing in all material respects in substantially the manner as presently conducted on the date hereof by Seller and its Subsidiaries Sellers (including the Purchased Subsidiariesit being understood that this Section 3.12(b) does not address circumstances or requirements that are particular to Buyers as opposed to any other Person); 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)Section 3.12(c) of the Seller Disclosure Letter, neither the whole nor any portion Purchased Assets, the rights that will revert to Buyers upon termination of any Purchased Asset the Existing Agreements and the services to be provided under the Transition Services Agreement are sufficient to permit Buyers and their Affiliates to carry on the Business immediately after the end of the term of the Distribution Agreement in all material respects as presently conducted by Sellers (it being understood that this Section 3.12(c) does not address circumstances or any asset of a Purchased Subsidiary is subject requirements that are particular to Buyers as opposed 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 Lawother Person).

Title to and Sufficiency of Purchased Assets. (a1) Except as set forth in Schedule 3.14(a)(i)Subject to the receipt of the Third Party Consents, Seller the sale and its Subsidiariesdelivery to Buyer of the Purchased Assets pursuant to the provisions of this Agreement will transfer to Buyer good, as applicable, have good valid and marketable title toto the Purchased Assets (or, or as to any leased property, a valid leasehold interests ininterest), all material Purchased Assets free and clear of all any Liens except for Permitted Liens. Except as (other than (A) Liens that are set forth in Schedule 3.14(a)(iiSection 4.02(d) of the Disclosure Letter; (B) mechanics’, carriers’, workmen’s, repairmen’s purchase money security interests or other like Liens arising or incurred in the ordinary course of business and Liens for Taxes that are not due and payable or that may thereafter be paid without penalty; and (C) Liens created by Buyer (collectively, “Permitted Liens”). Other than Persons having an interest in Permitted Liens that are set forth in Section 4.02(d) of the Disclosure Letter, each Purchased Subsidiary has good and marketable title to, or valid leasehold interests in, all material assets and properties of such Purchased Subsidiary (no person other than Seller has any interest in (i) any of the Non-Business Purchased Assets or (ii) Seller’s leasehold interest in any leases of real or personal property included in the Purchased Assets), in each case free and clear of all Liens except for Permitted Liens. (b2) Except Subject to the receipt of any required Third Party Consents, and 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)Excluded Assets, the Purchased Assets and the assets and properties of the Purchased Subsidiaries (other than the Non-Business Assets), together with all other property Buyer’s rights under the Acquired Intellectual Property Licenses, and assets the benefit of which is to be provided to Buyer pursuant to this Agreement and the other Transaction DocumentsAncillary Agreements, immediately after the Closing, will constitute all of the assets assets, properties and properties required rights used in or necessary for the conduct of the Business as heretofore conducted by Seller and are sufficient to operate the Business in all material respects in substantially the manner as it is conducted on as of the date hereof by Seller and to permit Buyer to perform in the ordinary course of business its Subsidiaries (including obligations under the Purchased Subsidiaries); provided that Assumed Liabilities consistent with 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 standards 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 Lawtherein.

Title to and Sufficiency of Purchased Assets. (a) Except as set forth in Schedule 3.14(a)(i), Seller and its Subsidiaries, as applicablein the aggregate, have good and marketable title to, or valid leasehold or license interests in, all material Purchased Assets used or held for use in the operation of the Business as currently conducted, free and clear of all Liens except for Permitted Liens. Except as set forth in Schedule 3.14(a)(ii)Liens and, each Purchased Subsidiary at the Closing, IPCo has good and marketable title to, or valid leasehold or license interests in, all material assets and properties of such Purchased Subsidiary (other than the Non-Business Assets)IPCo Intellectual Property, 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 Other than as set forth in Schedule 3.14(b3.13(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 DocumentsDocuments (including the Transition Services Agreement, the Buyer Trademark License Agreement and the Supply Agreement), immediately after the Closing, will constitute all of the assets assets, rights, interests and properties properties, both tangible and intangible, 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, replacements, leases and subleases, as the case may be, of Purchased Assets, Contracts, Shared Contracts and PermitsPermits referred to in Section 5.04, Section 5.05 and Section 5.06, 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 obtained (and the other Transaction Documentsabsence of such consent and the consequence thereof shall not, in and of itself, be deemed a breach of this Section 3.13(b) to the extent the existence of the item requiring consent has been disclosed on the Disclosure Schedule). (c) Except as set forth on Schedule 3.14(c3.13(c), neither the whole nor tangible assets included in the Purchased Assets, taken as a whole, are in good condition and working order, ordinary wear and tear excepted, and usable in the operation of the Business as currently conducted. (d) IPCo has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement and existing as a bankruptcy remote special purpose entity for the purpose of holding the IPCo Intellectual Property. Except as expressly provided in this Agreement or the IPCo LLC Agreement, IPCo has not at any portion of any Purchased Asset time after its formation been an obligor or any asset of a Purchased Subsidiary is subject to any Law to be sold or is being condemnedguarantor under, expropriated or otherwise taken by been subject to, any Governmental Authority with Indebtedness and has not conducted any operations or without payment owned any assets or Liabilities other than (i) the IPCo Intellectual Property and any assets or Liabilities incidental to its ownership of compensation thereforthe IPCo Intellectual Property and its status as a bankruptcy remote special purpose entity. Since its formation, nor to the knowledge no Person other than one or more wholly owned Subsidiaries of Seller has owned any such condemnation, expropriation or taking been proposed, decreed or notified equity interest in accordance with applicable LawIPCo (other than Buyer as of the Closing).