Title to Assets; Sufficiency of Assets. (a) GFI and the GFI Subsidiaries have good and valid title to, or valid leasehold interests in, and immediately following the consummation of the Transactions and after giving effect thereto, the CME Retained Subsidiaries will have good and valid title to, or valid leasehold interests in or valid right to use, all material assets, properties and rights of the Trayport Business and the FENICS Business, free and clear of Liens other than Permitted Liens.
Title to Assets; Sufficiency of Assets. Sellers have good, valid and marketable title to all of the Purchased Assets. Sellers hold all of the Purchased Assets free and clear of all Liens except for: (a) those Liens set forth on Section 2.3 of the Novartis Disclosure Schedule, (b) mechanics’, materialmen’s, carriers’, workmen’s, warehousemen’s, repairmen’s, landlords’ or other like Liens and security obligations incurred in the ordinary course of business for immaterial amounts, (c) statutory liens for Taxes, assessments or other statutory or governmental charges not yet due and payable, and (d) Liens that do not, individually or in the aggregate materially impair the use of the relevant Purchased Asset (collectively, “Permitted Liens”). To Novartis’ Knowledge, the Purchased Assets are sufficient for Buyer to continue the Development of the Compound on substantially the same basis as the Development of the Product conducted by Sellers prior to the Closing.
Title to Assets; Sufficiency of Assets. (a) The Company has good and valid title to, and is the lawful owner of, or has a valid leasehold interest in, or a valid license to use all of the properties and assets (tangible or intangible, real or personal) that are purported to be owned by it, located on its premises, reflected on the Interim Balance Sheet (as defined below) or acquired, leased, or licensed by the Company, or otherwise related to and necessary for the Business, since the date of the Interim Balance Sheet in each case, free and clear of all Liens (other than Permitted Liens).
Title to Assets; Sufficiency of Assets. (a) Each Seller has good and marketable title to, valid leasehold interests in, or a valid license to use and occupy, all material Transferred Assets, in each case, free and clear of all Liens other than Permitted Liens. Each Transferred Entity has good and marketable title to, valid leasehold interests in, or a valid license to use and occupy, all of its material assets, properties and rights, in each case, free and clear of all Liens other than Permitted Liens.
Title to Assets; Sufficiency of Assets. (a) Seller has, and at the Closing Seller will deliver to Purchaser, good, valid and marketable title to all of the Conveyed Assets free and clear of all Liens, other than Permitted Liens.
Title to Assets; Sufficiency of Assets. (a) The Seller has, and at the Closing the Seller will deliver to Acquiror, good and valid title to or, in the case of licensed assets, a valid and binding license to the Purchased Assets free and clear of all Encumbrances, a valid and binding license under the Seller Multi-Application Technology pursuant to Section 2.5 and, as applicable, a valid and binding sublicense under the Licensed Intellectual Property (as defined in the Acrux License) pursuant to the Sublicense Agreement. Except as set forth on Schedule 6.14(a) of the Seller Disclosure Schedule, no Subsidiary of the Seller owns, beneficially or of record, or has any rights, title or interest in, to or under any Purchased Asset or conducts any part of the Evamist Business, and there are no employees of any Subsidiary of the Seller employed in the Evamist Business or who perform tasks that are necessary for the proper operation of the Evamist Business.
Title to Assets; Sufficiency of Assets. (a) Except as set forth on Schedule 4.4(a), Seller owns, and at the Closing will own, good and marketable title to, and all rights and interests in and to, the Purchased Assets free and clear of all Liens except as set forth on Schedule 2.1). Except as set forth on Schedule 4.4(a), the Purchased Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary for Purchaser to continue to conduct the Business as had Seller prior to the Closing Date.
Title to Assets; Sufficiency of Assets. Purchased Companies and Asset Sellers have good and valid title to, or a valid leasehold interest in, all of the material property, equipment and other tangible assets used or held for use in the conduct of the Business, in each case free and clear of all Liens other than Permitted Liens, including all assets reflected on the Financial Statements and any assets acquired by or for the Business since the Financial Statement Date, other than assets disposed of since such date in the Ordinary Course of Business. The assets of the Purchased Companies and the Purchased Assets include all of the material tangible assets and, to the Sellers’ Knowledge, all of the material Intellectual Property Rights that are used in the operation of the Business as presently conducted by the Purchased Companies and Asset Sellers. Except for the services to be provided to Purchasers and Purchased Companies pursuant to the Transition Services Agreement, other back-office and human resources support services, or as set forth on Section 3.7 of the Disclosure Schedule, the tangible assets of Purchased Companies, the Purchased Assets and, to the Sellers’ Knowledge, the Intellectual Property, collectively, when utilized by a labor force substantially similar to that presently employed by the Purchased Companies and Asset Sellers in connection with the Business, are adequate in all material respects to allow Purchasers and Purchased Companies to conduct the Business in all material respects as presently conducted. Except for the services to be provided to Purchasers and Purchased Companies pursuant to the Transition Services Agreement, other back-office and human resources support services, or as set forth on Section 3.7 of the Disclosure Schedule, the Assumed Japan Liabilities, the Assumed Germany Liabilities, the Purchased Japan Assets, the Purchased Germany Assets, the employees listed on Section 3.7 of the Disclosure Schedule and, to the Sellers’ Knowledge, the Intellectual Property, collectively, are adequate in all material respects to allow the Purchasers and the Purchased Companies to conduct the Business in all material respects as presently conducted as of the date hereof by GSI Japan and GSI Germany, respectively.
Title to Assets; Sufficiency of Assets. Except as set forth in Schedule 4.3, the Company or its applicable Subsidiary owns or leases (absent any defaults under any such lease by the Company or, to the Knowledge of the Company, any third parties (and no event has occurred that with the lapse of time or the giving of notice, or both, would constitute such a default)) all tangible personal property, including all buildings, machinery, equipment, and all other material tangible assets, used by it in connection with its business as presently conducted, in each case, free and clear of any Encumbrance, except for Encumbrances for (a) Taxes, assessments and similar charges not yet due and payable or contested in good faith by appropriate proceedings and with respect to which adequate reserves in accordance with GAAP have been established in the Financial Statements, or (b) mechanic’s, material men’s, contractor’s, repairman’s or similar liens arising in the ordinary course of business, consistent with past practice. Such property and assets are in satisfactory operating condition and free from defects, in each case, subject to ordinary wear and tear, and are suitable for the purposes used. Such property and assets constitute all of the properties and assets used or held for use in connection with the business of the Company and its Subsidiaries during the past twelve months (except Cash and Cash Equivalents disposed of, accounts receivable collected, prepaid expenses realized, Contracts fully performed, and properties or assets sold or replaced by equivalent properties or assets, in each case in the ordinary course of business). The assets of the Company and its Subsidiaries constitute all of the assets necessary to conduct the business of the Company and its Subsidiaries as conducted as of the date of this Agreement and to permit the Surviving Company and its Subsidiaries to conduct such businesses after the Effective Time in the same manner as such businesses are currently conducted and will have been conducted immediately prior to the Effective Time. There has not occurred and, to the Knowledge of the Company, there is not expected to occur any circumstance or event that would (a) cause any asset of the Company or any of its Subsidiaries to cease to be owned or leased (as applicable) by the Company prior to the Effective Time or cease to be owned or leased (as applicable) by the Surviving Company immediately after the Effective Time; or (b) interfere with the current use, occupancy or operation of an...
Title to Assets; Sufficiency of Assets. (a) Except as set forth on Section 3.16 of the Seller Disclosure Schedules, together with the Buyer’s rights under this Agreement and the Ancillary Agreements (including the Transition Services Agreement), the Companies and their Subsidiaries will have as of the Closing Date: (i) good and valid title to, or a valid leasehold interest in, all material assets reflected in the Balance Sheet or acquired after the date of the Balance Sheet, free and clear of all Encumbrances other than Permitted Encumbrances, except for properties and assets sold or otherwise disposed of in accordance with this Agreement since the date of the Balance Sheet, and (ii) the properties, rights and other assets necessary and sufficient to operate the TS Business after the Closing in all material respects in the same manner as conducted as of the date hereof (except for the Enterprise-Wide Contracts).
