Common use of Title to Properties and Assets Clause in Contracts

Title to Properties and Assets. At the Closing Date and each Option Closing Date, if any, after giving effect to the Formation Transactions, the Partnership Entities will have (A) legal, valid and defensible title to the interests in the Partnership Properties supporting the estimates of its net proved reserves contained in the Registration Statement, the General Disclosure Package and the Prospectus, (B) good and marketable title in fee simple to all real property owned by them, other than the Partnership Properties covered by clause (A), and (C) good and marketable title to all other property and assets owned by them, in each case free and clear of all Liens, except such as described in the Registration Statement, the General Disclosure Package and the Prospectus or such as do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Partnership Entities; all real property, buildings and other improvements, and equipment and other property to be held under lease or sublease by any of the Partnership Entities will be held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases will be in full force and effect; and none of the QR Parties has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the QR Parties under any of the leases or subleases mentioned above or affecting or questioning the rights of the QR Parties to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, if successfully asserted, would not, individually or in the aggregate, have a Material Adverse Effect.

Title to Properties and Assets. At (a) As of the Closing Date and each Option Closing DateClosing, if any, after giving effect to one or more of the Formation Transactions, the Partnership Entities Sellers and/or their respective Affiliates will have (A) legal, good and valid and defensible title to the interests in the Partnership Properties supporting the estimates of its net proved reserves contained in the Registration Statement, the General Disclosure Package and the Prospectus, (B) good and marketable title in fee simple to all real property owned by them, other than the Partnership Properties covered by clause (A), and (C) good and marketable title to all other property and assets owned by themAcquired Assets, in each case free and clear of all LiensEncumbrances, except such other than Permitted Encumbrances. (b) The Acquired Equipment is in good operating condition for the purposes for which it is currently being used or intended to be used, subject to ordinary wear and tear. (c) The Acquired Marketing Records and Acquired Regulatory Documentation constitute all Marketing Records and Regulatory Documentation owned by the Sellers or any of their respective Affiliates, in each case, relating exclusively to the Products or the Exploitation (other than the Supply Chain Actions) of the Products. The Acquired Marketing Records and Acquired Regulatory Documentation constitute all Marketing Records and Regulatory Documentation necessary and sufficient for the Exploitation (other than the Supply Chain Actions) of the Products as described they are presently being Exploited (other than the Supply Chain Actions) by the Sellers and their respective Affiliates. The In-Licensed Intellectual Property constitutes all of the Intellectual Property licensed to the Sellers or any of their respective Affiliates, in each case relating exclusively to the Registration StatementProducts. The Acquired Intellectual Property Rights, together with the In-Licensed Intellectual Property, the General Disclosure Package licenses granted pursuant to Sections 6.8 and 6.9 and any Intellectual Property provided to Purchaser or its Affiliates under the Prospectus or such Ancillary Agreements, constitute all Intellectual Property rights necessary and sufficient for the Exploitation of the Products as do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property they are presently being Exploited by the Partnership Entities; Sellers and their respective Affiliates. (d) The sale and transfer of the Acquired Assets to Purchaser or its Affiliates hereunder constitutes the sale of all real property, buildings and other improvements, and equipment and other property or substantially all of the assets of FLH to be held under lease which the Takeda License relates. (e) None of the Sellers or sublease by any of their respective Affiliates own or license any product or product candidate (other than the Partnership Entities will be held by them under validProducts), subsisting and enforceable leases or subleases, as the case may be, with, solely in the case Exploitation of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases will be in full force and effect; and none of the QR Parties has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the QR Parties under any of the leases or subleases mentioned above or affecting or questioning the rights of the QR Parties to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, if successfully asserted, which would not, individually or in the aggregate, have constitute a Material Adverse EffectCompeting Activity.

Title to Properties and Assets. At (a) Except as described on Schedule 3.6(a), each of the Closing Date Company and each Option Closing Dateits Subsidiaries has good and valid title to or, if anyin the case of leased properties or properties held under license, after giving effect a good and valid leasehold or license interest in, all of its material personal properties and assets material to the Formation Transactionsbusiness of the Company and its Subsidiaries. All of the tangible assets of each of the Company and its Subsidiaries are in all material respects in good operating condition and repair and are adequate for the conduct of its business in substantially the same manner as it has heretofore been conducted. Each of the Company and its Subsidiaries holds title to each material property and asset which it purports to own, free and clear of any Encumbrances other than Permitted Encumbrances. Notwithstanding the foregoing, the Partnership Entities will have (A) legal, valid and defensible title representations in this Section 3.6 do not apply to the interests in Intellectual Property rights, which rights are subject to the Partnership Properties supporting the estimates of its net proved reserves representations and warranties contained in the Registration StatementSection 3.19. (b) Schedule 3.6(b) sets forth a true, the General Disclosure Package correct and the Prospectus, (B) good and marketable title in fee simple to complete list of all real property owned leased by themthe Company or any of its Subsidiaries (collectively, other than the Partnership Properties covered by clause (A“Leased Real Property”), including the location of, and (C) good and marketable title to all other property and assets owned by thema brief description of the nature of the activities conducted on, such Leased Real Property. The Company or the applicable Subsidiary has a valid leasehold interest in each case the Leased Real Property, free and clear of all LiensEncumbrances, except Permitted Encumbrances. Except as set forth on Schedule 3.6(b), to the Knowledge of the Company, no Person other than the Company or its Subsidiaries has any right to use, occupy or lease all or any portion of the Leased Real Property. The Company or the applicable Subsidiary has all certificates of occupancy and Permits of any Governmental Entity necessary for the current use and operation of the Leased Real Property, and the Company or the applicable Subsidiary has complied in all material respects with the conditions of such as described certificates of occupancy and other Permits. No Default has occurred in the Registration Statementdue observance of any Permit applicable to the Leased Real Property. (c) None of Company or any of its Subsidiaries owns, nor has the General Disclosure Package and the Prospectus Company or such as do notany of its Subsidiaries ever owned, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Partnership Entities; all any real property, buildings and other improvements, and equipment and other property to be held under lease or sublease by any of the Partnership Entities will be held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases will be in full force and effect; and none of the QR Parties has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the QR Parties under any of the leases or subleases mentioned above or affecting or questioning the rights of the QR Parties to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, if successfully asserted, would not, individually or in the aggregate, have a Material Adverse Effect.

Title to Properties and Assets. At ENCUMBRANCES Part 3.6 of the Closing Date Disclosure Schedule contains a complete and each Option Closing Dateaccurate list of all real property, if anyleaseholds, after giving effect to or other interests therein owned by any Acquired Company. The Acquired Companies own no real property. Except as set forth in Part 3.6 of the Formation Transactions, the Partnership Entities will have (A) legal, valid and defensible title to the interests in the Partnership Properties supporting the estimates of its net proved reserves contained in the Registration Statement, the General Disclosure Package and the ProspectusSchedule, (Bi) good and marketable title in fee simple to all each real property owned by themlease to which any of the Acquired Companies is a party is in full force and effect in accordance with its terms, other than (ii) all rents and additional rents due to date from the Partnership Properties covered by clause Acquired Companies on each such lease have been paid, (A)iii) none of the Acquired Companies has received written notice that it is in material default thereunder, and (Civ) good and marketable title there exists no material default by any of the Acquired Companies under such lease. There are no leases, subleases, licenses, concessions or any other Applicable Contract to all which any Acquired Company is a party granting to any Person other than an Acquired Company any right to possession, use occupancy or enjoyment of any of the real property and or any portion thereof. Since May 1, 2006, neither of the Acquired Companies have disposed of any of its material assets owned by them, nor intellectual property rights other than inventory disposed of in each case the Ordinary Course of Business are free and clear of all LiensEncumbrances. Seller is solvent. Except as set forth on Part 3.6 of the Disclosure Schedule, except such as described in there are no Encumbrances on the Registration StatementShares, the General Disclosure Package and the Prospectus or such as do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Partnership Entities; all real property, buildings and other improvements, and equipment and any other property being transferred by Seller to be held under lease Buyer pursuant to this Agreement or sublease by any of the Partnership Entities will be held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases will be in full force and effect; and none of the QR Parties has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the QR Parties under any of the leases or subleases mentioned above or affecting or questioning the rights of the QR Parties to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, if successfully asserted, would not, individually or in the aggregate, have a Material Adverse EffectSeller’s Closing Documents.

Title to Properties and Assets. At the Closing Date (a) The Company and each Option Closing Date, if any, after giving effect to the Formation Transactions, the Partnership Entities will its Subsidiaries have (A) legal, valid and defensible title to the interests in the Partnership Properties supporting the estimates of its net proved reserves contained in the Registration Statement, the General Disclosure Package and the Prospectus, (B) good and marketable title to or, in fee simple the case of leased properties or properties held under license, a good and valid leasehold or license interest in, all of their properties and assets. The assets, properties and rights of the Company and its Subsidiaries constitute all of the assets, properties and rights which are necessary for the operation of the Company’s and its Subsidiaries’ businesses as currently conducted. The Company and its Subsidiaries hold legal and/or beneficial title to each material property and asset which they purport to own, free and clear of any Encumbrances other than Permitted Encumbrances, and each such material property and asset is solely owned by, and in the possession and control of, the Company and its Subsidiaries. The representations in this Section 3.7 do not apply to the Intellectual Property Rights. (b) All of the tangible assets of the Company and its Subsidiaries are in serviceable operating condition and repair (normal wear and tear excepted) and are adequate for the conduct of the Company’s or its Subsidiaries’, as applicable, business in substantially the same manner as it has heretofore been conducted. (c) Schedule 3.7(c) sets forth a true and complete list of all Owned Real Property and Leased Real Property (collectively, the “Real Property”), including the location of, and a brief description of the nature of the activities conducted on, such Real Property. The Company and its Subsidiaries have valid leasehold interests in all real property leased by the Company and its Subsidiaries (the “Leased Real Property”), and the Company and its Subsidiaries have good and marketable title to all real property owned by them, other than the Partnership Properties covered by clause Company (Athe “Owned Real Property”), and (C) good and marketable title to all other property and assets owned by them, in each case free and clear of all LiensEncumbrances, except Permitted Encumbrances. Each parcel of Real Property is zoned so as to permit the use of such parcels by Company as described in they are being used as of the Registration Statementdate hereof, the General Disclosure Package and their present use and operation does not constitute a nonconforming use and is not subject to a variance, and the Prospectus Company has no Knowledge or such as do notnotice of any alleged violation of any fire, individually zoning, building, or in the aggregatehealth law, materially regulation or ruling, whether federal, state or local, or of any other alleged violation of Regulations which affect the value Real Property. No Person other than the Company or its Subsidiaries has any right to use, occupy or lease all or any portion of such property and do not materially interfere the Real Property. A list of Leased Real Property, together with the use made amount of rent, deposit information and proposed term related to be made of such property by the Partnership Entities; all real propertyeach is set forth in Schedule 3.7(c), buildings which is true and other improvements, and equipment and other property to be held under lease or sublease by any correct as of the Partnership Entities will be held by them under validdate hereof. (i) To the Knowledge of the Company, subsisting each lease set forth on Schedule 3.7(c) (each, a “Lease”): (A) is valid and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases will be in full force and effecteffect and no party to such Lease is in Default under the terms of such Lease; and (B) to the extent required under each Lease prior to the date hereof, all necessary consents and none approvals from the counterparties to each Lease have been duly obtained. (ii) To the Knowledge of the QR Parties has Company: (A) the copy of each Lease Made Available by the Company to the Purchaser is true, complete and accurate and is unmodified except as set forth in any notice amendments Made Available to the Purchaser, and there are no understandings, oral or written, between the parties to the Lease which in any material manner vary the obligations or rights of either party to such Lease; (B) the amount of any claim security and other deposits held by or for the benefit of the Company under each Lease or any extension or expansion of any sort that Lease is set forth on Schedule 3.7(c)(ii)(B) and is true and correct; (C) no rent under any Lease has been asserted paid for more than thirty 30 calendar days in advance; (D) no leasing commissions, bonus payments or other payments are due or payable by anyone adverse to the rights of the QR Parties Company under any of the leases Lease except as set forth in Schedule 3.7(c); and (E) there are no free rent, rebates, allowances or subleases mentioned above or affecting or questioning the rights of the QR Parties to the continued possession of the leased or subleased premises other unexpired concessions under any such lease existing or sublease except for such claims that, if successfully asserted, would not, individually or pending Lease that are not set forth in the aggregate, have a Material Adverse EffectSchedule 3.7(c).

Title to Properties and Assets. At the Closing Date and each Option Closing Date, if any, after giving effect (other than Intellectual Property). (a) Except with respect to (x) Intellectual Property owned by or licensed to the Formation TransactionsSeller Subsidiaries which is covered by Section 3.11 and (y) any Seller Subsidiary Properties and Leased Real Property (as defined below) which are covered by Sections 3.07(b) and (c): (i) Each Seller Subsidiary has, the Partnership Entities or will have (A) legalat Closing, outright and good and valid and defensible title to its assets, properties and businesses free and clear of any and all Encumbrances, except for Permitted Encumbrances. (ii) Neither Parent, Seller nor any Affiliate (other than with respect to Parent officers or directors) of Parent or Seller (other than Seller and the interests Seller Subsidiaries) owns, leases or licenses any asset used in or necessary for the business of any Seller Subsidiary or the operation thereof, all of which assets are owned, leased or licensed by the appropriate Seller Subsidiary. The furniture, fixtures, machinery, equipment and other tangible property owned or leased by the Seller Subsidiaries are, taken as a whole, in good working order (ordinary wear and tear excepted), properly functioning, and usable for their intended purpose in the Partnership Properties supporting ordinary course of business consistent with past practice. (iii) Except as set forth on Section 3.07(a)(iii) of the estimates Seller Disclosure Schedule, no Seller Subsidiary has received notice from any Governmental Authority of its net proved reserves contained in any existing violation of any legal requirements relating to such assets or their use that has not been fully resolved to the Registration Statement, satisfaction of such Governmental Authority. (b) Section 3.07(b) of the General Seller Disclosure Package Schedule sets forth a complete and correct list of all of the Prospectus, (B) good and marketable title in fee simple to all real property owned by themthe Seller Subsidiaries (the "Seller Subsidiary Properties"). Except as set forth on Section 3.07(b) of the Seller Disclosure Schedule (with respect to each of which exceptions, other than Parent and Seller represent that copies of all relevant documentation have been delivered to Purchaser): (i) one or more of the Partnership Properties covered by clause (A)Seller Subsidiaries are the owners of record of, and (C) good and marketable have good, valid fee simple absolute title to all other property and assets owned by themto, in each case the Seller Subsidiary Properties, free and clear of any and all LiensEncumbrances, except such as described other than Permitted Encumbrances; (ii) there is no pending claim, action or proceeding or, to Seller's Knowledge, claim, action or proceeding threatened in writing relating to the Registration StatementSeller Subsidiary Properties or other matters that would materially adversely affect the use, occupancy or value thereof; (iii) each facility located at, on or within the General Disclosure Package Seller Subsidiary Properties and the Prospectus or such as do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Partnership Entities; all real property, buildings and other improvements, and equipment and other property to be held under lease or sublease by any of the Partnership Entities will be held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entitieslocated thereon, and all operations conducted at such leases facility, have received all Permits required in connection with the ownership or operation thereof, the absence of which could materially affect such ownership or the present operation thereof, each of which Permits remains valid and subleases will be in full force and effect; and each such facility has been operated and maintained in accordance with all such Permits and all applicable Laws in all material respects; (iv) there are no outstanding purchase options or rights of first refusal or first offer, or other preferential rights to purchase, lease or otherwise use or occupy any of such parcels or improvements, or any portion thereof or interest therein; and (v) there are no condemnation or eminent domain proceedings of any kind whatsoever or proceedings of any other kind whatsoever for the taking of the whole or any part of the Seller Subsidiary Properties for public or quasi-public use pending. (c) Section 3.10 of the Seller Disclosure Schedule sets forth a complete and correct list of all of the real property not owned, but leased, licensed or otherwise used or occupied by the Seller Subsidiaries (each, a "Leased Real Property"). Each agreement to lease, license or otherwise use or occupy such Leased Real Property to which any of the Seller Subsidiaries is a party, whether as lessor or lessee, licensor or licensee, or otherwise (such agreements being collectively referred to herein as the "Realty Leases"), together with all amendments and assignments thereof, are listed on Section 3.10 of the Seller Disclosure Schedule, and true and complete copies of such Realty Leases and all amendments thereto and assignments thereof have been delivered to Purchaser. Except as set forth on Section 3.10 of the Seller Disclosure Schedule: (i) each such Realty Lease is valid and in full force and effect on the date hereof; the Seller Subsidiaries have performed all material obligations required to have been performed by them under such Realty Leases; (ii) no event or condition exists that constitutes or, with the giving of notice or passage of time or both, would constitute a material default or material breach of any Realty Leases by the Seller Subsidiaries, or, to Seller's Knowledge, any other party thereto, and no notice of default has been received or issued by any Seller Subsidiary with respect to any such Realty Lease that has not been waived or cured; (iii) each such Realty Lease, with respect to property located in a jurisdiction where as a matter or Law a lease creates a leasehold interest and not merely a contract right, creates a valid leasehold interest in any Leased Real Property that it purports to lease; (iv) no such Realty Lease has been assigned and no portion of the Leased Real Property has been subleased by any Seller Subsidiary; (v) there are no mortgages or other Encumbrances on the Seller Subsidiaries' leasehold interest in the Leased Real Property that have been granted by the Seller Subsidiaries, or as a result of a breach by any of the Seller Subsidiaries of any contractual obligation, or otherwise; and (vi) none of the QR Parties has Seller Subsidiaries hold any notice of any claim of any sort that has been asserted by anyone adverse option or contractual obligations to the rights of the QR Parties under any of the leases purchase or subleases mentioned above or affecting or questioning the rights of the QR Parties to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, if successfully asserted, would not, individually or acquire an interest in the aggregate, have a Material Adverse Effectreal property.

Title to Properties and Assets. At (a) Each of the Closing Date Company and each Option Closing Date, if any, after giving effect to the Formation Transactions, the Partnership Entities will have (A) legal, valid and defensible title to the interests in the Partnership Properties supporting the estimates of its net proved reserves contained in the Registration Statement, the General Disclosure Package and the Prospectus, (B) good and marketable title in fee simple to all real property owned by them, other than the Partnership Properties covered by clause (A), and (C) Subsidiaries has good and marketable title to all other property its respective tangible properties and assets owned by them(real, personal or mixed) reflected in the balance sheet of the Company as of September 30, 2003 or otherwise used or necessary for use in the Company's or its Subsidiaries' respective businesses or operations and, in each case case, free and clear of all Liens, except such as described in the Registration Statementfor Permitted Liens, the General Disclosure Package and the Prospectus or such as do not, other matters that individually or in the aggregateaggregate have not had, and will not have, a Material Adverse Effect on the Company, or as disclosed in Section 4.7(a) of the Disclosure Schedule. No Person or Governmental Authority has an option to purchase, right of first negotiation or first refusal or other similar right with respect to all or any part of such properties or assets. The assets, properties and rights of the Company and each of its Subsidiaries are sufficient for the continued conduct of their respective businesses after the Closing in substantially the same manner as conducted prior to the Closing. All tangible properties and assets and premises owned or leased by the Company or its Subsidiaries are in good condition and repair and are adequate in all material respects for the uses to which they are put, and no tangible properties or assets necessary for the conduct of the Business in substantially the same manner as it has heretofore been conducted are in need of replacement, maintenance or repairs, except for routine and not materially affect deferred replacement, maintenance and repair. (b) With respect to all personal property leases (the value "Personal Property Leases") and all leases or other agreements to use or occupy any Real Property (the "Real Property Leases" and collectively with the Personal Property Leases, the "Leases") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound as of the date of this Agreement, the Company and each of its Subsidiaries (i) are, in all material respects, in compliance therewith and have obtained or made all necessary permits, licenses, certificates, approvals, filings and registrations from all relevant Government Authorities, (ii) hold valid and binding leasehold interests, good, marketable and insurable leasehold title in, and actual and exclusive possession of, the properties and assets leased thereunder (including all buildings, structures or other improvements located thereon), free of any Liens (other than Permitted Liens) of any Person other than the lessors of such property and do not materially interfere with the use made assets under their respective Personal Property Leases and proposed to be made of such property by the Partnership Entities; all real property, buildings (iii) enjoy peaceful and other improvements, and equipment and other property to be held under lease or sublease by any undisturbed possession thereunder. Each of the Partnership Entities Real Property Leases covers the entire estate it purports to cover in all material respects, and, upon the consummation of the Merger and the other transactions contemplated hereby, will be held by them under valid, subsisting and enforceable leases entitle the Surviving Corporation or subleasesits Subsidiaries, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases will be in full force and effect; and none of the QR Parties has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the QR Parties under any of the leases or subleases mentioned above or affecting or questioning the rights of the QR Parties to the continued exclusive use, occupancy and possession of the leased Real Property specified therein for the purposes such Real Property is now being used. No Real Property Lease is subordinate to any mortgage or subleased premises deed of trust except to the extent the holder of that mortgage or deed of trust has agreed in writing not to disturb the Company or any of its Subsidiaries' possession or rights under the Real Property Lease upon any such lease foreclosure of that mortgage or sublease except for such claims that, if successfully asserted, would not, individually or in deed of trust. Neither the aggregate, have a Material Adverse EffectCompany nor any of its Subsidiaries owns any Real Property.