Title to Property; Principal Equipment; Sufficiency of Assets. (a) Seller or a Subsidiary has and at the Closing will have good and valid title to, or a valid and binding leasehold interest or license in, all real and personal tangible Purchased Assets free and clear of any Encumbrance except for Permitted Encumbrances.
(b) Each material item of Principal Equipment is in good operating condition and repair, subject to normal wear and tear, suitable for the purposes for which it is currently being used, but is otherwise being transferred on a “where is” and, as to condition, “as is” basis.
(c) Except for (i) the assets that will be used in connection with providing services under the Transition Services Agreement, (ii) the assets and Business Employees not transferred to Buyer or a Buyer Designee at Buyer’s written request and (iii) the Excluded Assets (other than those set forth in Section 2.2(k)), the Purchased Assets and the Transferred Employees and the other rights to be acquired or licensed under this Agreement and the Collateral Agreements (including the services to be provided pursuant to the Transition Services Agreement) constitute (x) all property, assets, personnel and rights that are used or held for use by Seller or a Subsidiary primarily in the operation or conduct of the Engenio Business and (y) all property, assets and rights that are necessary for the operation or conduct of the Engenio Business as currently conducted. In the event this Section 3.5(c) is breached because Seller or a Subsidiary has in good faith failed to identify and transfer any asset or property or provide any service used or held for use primarily in the Engenio Business, such breach shall be deemed cured if Seller or the applicable Subsidiary promptly transfers such properties or assets or provides such services to Buyer or a Buyer Designee at no additional cost to Buyer or a Buyer Designee.
Title to Property; Principal Equipment; Sufficiency of Assets a) Seller has and at the Closing will have good and valid title to all personal tangible Purchased Assets free and clear of any Encumbrance except for Permitted Encumbrances.
b) Each material item of Principal Equipment is in good operating condition and repair, subject to normal wear and tear, suitable for the purposes for which it is currently being used, but is otherwise being transferred on a “where is” and, as to condition, “as is” basis.
c) Except for (i) the assets and Business Employees not transferred to Buyer or a Buyer Designee at Buyer’s written request and (ii) the Excluded Assets; the Purchased Assets and the Transferred Employees and the other rights to be acquired or licensed under this Agreement and the Collateral Agreements constitute (x) all property, assets, personnel and rights that are used or held for use by Seller primarily in the operation or conduct of the Seller Business and (y) all property, assets and rights that are necessary for the operation or conduct of the Seller Business as currently conducted. In the event this Section 3.5(c) is breached because Seller has in good faith failed to identify and transfer any asset or property or provide any service used or held for use primarily in the Seller Business, such breach shall be deemed cured if Seller promptly transfers such properties or assets or provides such services to Buyer or a Buyer Designee at no additional cost to Buyer or a Buyer Designee.
Title to Property; Principal Equipment; Sufficiency of Assets. (a) Seller has and at the Closing will have good and valid title to, or a valid and binding leasehold interest or license in, all real and personal tangible Purchased Assets free and clear of any Encumbrance except for Permitted Encumbrances.
(b) Each material item of Principal Equipment is in reasonable operating condition, in light of its respective age, for the purposes for which it is currently being used, but is otherwise being transferred on a "where is" and, as to condition, "as is" basis. LUCENT TECHNOLOGIES/CELESTICA
(c) Except for (i) the assets that will be used in connection with providing services under the Transition Services Agreement, and (ii) the Excluded Assets, the Purchased Assets and the Business Employees and the rights to be acquired under this Agreement and the Collateral Agreements (including the services to be provided pursuant to the Transition Services Agreement) constitute all assets, personnel and rights that are used in and are necessary to conduct the Business as currently conducted by Seller. In the event this Section 3.4(c) is breached because Seller has failed to identify, transfer or license any assets, properties or Proprietary Information or provide any services used in the Business, such breach shall be deemed cured if Seller promptly transfers such properties or assets, licenses such Proprietary Information or provides such services to Buyer, and Buyer shall have no further remedy with respect thereto other than with respect to losses that arise prior to such transfer, license or provision of services.
Title to Property; Principal Equipment; Sufficiency of Assets. (a) Seller has and at the Closing will have good and valid title to, or a valid and binding leasehold interest or license in, all real and personal tangible Purchased Assets free and clear of any Encumbrance except for Permitted Encumbrances.
(b) Each material item of Principal Equipment is listed on Schedule 3.4 and in reasonable operating condition, in light of its respective age, for the purposes for which it is currently being used. None of the Purchased Assets includes the stock, ownership or other equity interest of any other Person, including in any entity treated as a corporation for Federal income tax purposes.
(c) The Purchased Assets and the Business Employees and the rights to be acquired under this Agreement and the Collateral Agreements include all assets, personnel and rights that are used in or necessary to conduct the Business as currently conducted.
Title to Property; Principal Equipment; Sufficiency of Assets. (a) Except as set forth on Schedule 4.5(a), the Companies and the Subsidiaries have good and marketable title to, or valid and enforceable leasehold interests in, all items of tangible personal property used or held for use in connection with the Business as currently conducted, free and clear of any and all Liens, other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and the Subsidiaries are in adequate operating condition, in light of their age, for the purposes for which they are currently being used.
(b) Schedule 4.5(b) sets forth all leases of tangible personal property involving annual payments in excess of $100,000 (“Personal Property Leases”) relating to tangible personal property used to any significant extent in the Business or to which any Company or any of the Subsidiaries is a party or by which the properties or assets of any Company or any of the Subsidiaries is bound. The Sellers have made available to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. Each of the Personal Property Leases is valid, binding and enforceable against each Company or Subsidiary party thereto and, to the Knowledge of the Companies and the Sellers, the other parties thereto in accordance with its terms.
Title to Property; Principal Equipment; Sufficiency of Assets. (a) Schedule 3.5(a) lists all personal property used or held for use --------------- primarily in the Business which is included as "Property and Equipment" in the June 30, 2001 Net Asset Statement.
(b) Seller or a Subsidiary has good and valid title to, or a valid and binding leasehold interest or license in, all real and personal tangible Purchased Assets free and clear of any Encumbrance other than Permitted Encumbrances, except as set forth in Schedule 3.5(b). ---------------
(c) Except as set forth on Schedule 3.5(c), each material item of --------------- Principal Equipment is in good operating condition, in light of its age, for the purposes for which it is currently being used, but is otherwise being transferred on a "where is" and, as to condition, "as is" basis.
(d) Except for (i) the assets that will be used in connection with providing services under the Transition Services Agreement, (ii) the items set forth in Sections 2.2(a), 2.2(b) with respect to Proprietary Information of Seller or any Affiliate of Seller which is not significant to the Business, 2.2(c), 2.2(d), 2.2(e), 2.2(g), 2.2(h) and 2.2(i) and (iii) the assets and services listed on Schedule 3.5(d), the Purchased Assets and the Business --------------- Employees and the rights to be acquired under this Agreement and the Collateral Agreements (including the services to be provided pursuant to the Transition Services Agreement) include all assets, personnel and rights that are used or held for use by Seller and the Subsidiaries primarily in the operation or conduct of the Business, and are sufficient in all material respects for the conduct of the Business immediately following the Closing in substantially the same manner as currently conducted.
(e) None of the Purchased Assets is an equity interest in any entity.
Title to Property; Principal Equipment; Sufficiency of Assets. (a) Seller has and at the Closing will have good and valid title to, or a valid and binding leasehold interest in, all of the real and personal Purchased Assets free and clear of any Encumbrance (other than a Permitted Encumbrance). This Section 3.5(a) does not apply to Intellectual Property Rights assigned or licensed to Buyer pursuant to the Intellectual Property Agreement.
(b) Schedule 3.5(b) contains a list of all Owned Equipment (including location) and Leased Equipment (including location) that is true, correct and complete in all material respects. Schedule 3.5(b) also contains a true, correct and complete list of leases pursuant to which such Leased Equipment is leased by Seller. Seller has previously provided to Buyer true, correct and complete copies (including all amendments and modifications to date) of each such lease. The Owned Equipment and the Leased Equipment constitute all (i) equipment (including test equipment), computers, servers, machinery, test fixtures, validation fixtures and hardware, (ii) tangible embodiments in any media of the Assigned Software, Licensed Software, Assigned Technical Information and Licensed Technical Information, and (iii) other tangible personal property (including any related spare parts, probe cards, load boards, test sockets, dies, molds, tools, and tooling), in the case of each of clauses (i), (ii) and (iii) primarily related to, or primarily used or held for use in, the operation or conduct of the FPGA/FPSC Business.
(c) Each material item of Owned Equipment and Leased Equipment is in good operating condition, reasonable wear and tear excepted, for the purposes for which it is currently being used, but is otherwise being transferred on a "where is" and, as to condition, "as is" basis.
(A) The Purchased Assets to be acquired and the Business Employees identified under this Agreement and the Collateral Agreements (including the services to be provided pursuant to the Transition Services Agreement and the rights to be acquired under this Agreement and the Collateral Agreements), (B) the Excluded Assets specified in Sections 2.2(a) through (h), 2.2(j) and 2.2(k), (C) assets that will be used in connection with providing services under the Transition Services Agreement and (D) the Intellectual Property transferred or licensed pursuant to the Intellectual Property Agreement, together, (i) include all assets, personnel and rights primarily related to, or primarily used or held for use in, the FPGA/FPSC Business,...
Title to Property; Principal Equipment; Sufficiency of Assets. (a) Seller has and at the Closing will have good and valid title to, or a valid and binding leasehold interest or license in, all real and personal tangible Purchased Assets free and clear of any Encumbrance except for Permitted Encumbrances.
(b) Each material item of Principal Equipment is in reasonable operating condition, in light of its respective age, for the purposes for which it is currently being used. None of the Purchased Assets includes the stock, ownership or other equity interest of any other Person, including in any entity treated as a corporation for Federal income tax purposes.
(c) Except for (i) the assets that will be used in connection with providing services under the Transition Services Agreement, (ii) the services provided to the Business by the centralized functional organizations within Seller (including without limitation, sales, human resources, finance and accounting, law and procurement), and (iii) the Nonassignable Licenses, the Purchased Assets and the Business Employees and the rights to be acquired under this Agreement and the Collateral Agreements (including the services to be provided pursuant to the Transition Services Agreement) include all assets, personnel and rights that are used in or necessary to conduct the Business as currently conducted.
Title to Property; Principal Equipment; Sufficiency of Assets. (a) Except as set forth on SCHEDULE 3.5(A), and except with respect to real property, Crompton or an OSi Subsidiary has and at the Closing will have good and valid title to, or a valid and binding leasehold interest or license in, or other rights to use, all Transferred OSi Assets free and clear of any Encumbrance other than Permitted OSi Encumbrances.
(b) Each material item of Principal OSi Equipment is in reasonable operating condition and in a state of good maintenance and repair (ordinary wear and tear in light of its age excepted) and is suitable for the purposes for which it is currently being used, in each case sufficient to conduct in all material respects the OSi Business as currently conducted by Crompton.
(c) The Excluded OSi Assets, the Transferred OSi Assets, the OSi Business Employees and the rights to be acquired under this Agreement and the Collateral Agreements (after giving effect to the receipt by GE and its Affiliates of the services to be provided pursuant to the Transition Services Agreement) constitute all of the assets, properties, personnel and rights necessary for, or used or held for use by Crompton and the OSi Subsidiaries primarily in, the operation or conduct of the OSi Business, and are sufficient in all material respects for the conduct of the OSi Business immediately following the Closing as currently conducted.
Title to Property; Principal Equipment; Sufficiency of Assets. (a) Except as set forth on SCHEDULE 4.5(A), and except with respect to real property, GE or an SC Subsidiary has and at the Closing will have good and valid title to, or a valid and binding leasehold interest or license in, or other rights to use, all Transferred SC Assets free and clear of any Encumbrance other than Permitted SC Encumbrances.
(b) Each material item of Principal SC Equipment is in reasonable operating condition and in a state of good maintenance and repair (ordinary wear and tear in light of its age excepted) and is suitable for the purposes for which it is currently being used, in each case sufficient to conduct in all material respects the SC Business as currently conducted by GE.
(c) The Excluded SC Assets, the Transferred SC Assets, the SC Business Employees and the rights to be acquired under this Agreement and the Collateral Agreements (after giving effect to the receipt by Crompton and its Affiliates of the services to be provided pursuant to the Transition Services Agreement) constitute all of the assets, properties, personnel and rights necessary for, or used or held for use by GE and the SC Subsidiaries primarily in, the operation or conduct of the SC Business, and are sufficient in all material respects for the conduct of the SC Business immediately following the Closing as currently conducted.
