Title to Purchased Assets; Sufficiency. The Company owns and has good title to each of the Purchased Assets (except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company) free and clear of all Liens other than Permitted Exceptions. The Purchased Assets constitute all of the assets and properties used in or held for use in the Business and are sufficient for Purchaser to conduct the Business from and after the Closing Date without interruption and in the Ordinary Course of Business, as it has been conducted by the Company.
Title to Purchased Assets; Sufficiency. Seller owns and has good title to each of the Purchased Assets, free and clear of all Liens other than Permitted Exceptions. The Purchased Assets and the Excluded Assets constitute all of the properties used in or held for use in the Business and are sufficient for Purchaser to conduct the Business from and after the Closing Date without interruption and in the Ordinary Course of Business as it has been conducted by Seller.
Title to Purchased Assets; Sufficiency. Except as set forth on Seller Schedule 5.4, Seller and its applicable Affiliates own and have good title to each of the Purchased Assets (other than the Seller Properties), free and clear of all Liens other than Permitted Exceptions. The Purchased Assets constitute all of the assets necessary for Purchaser to conduct the Business from and after the Closing Date as it has been conducted by Seller as of the date of this Agreement, taking into account the services to be provided under the Transition Services Agreement.
Title to Purchased Assets; Sufficiency. The Company, the Purchased Companies and their Subsidiaries own and have good title to each of the Purchased Assets, free and clear of all Liens other than Permitted Exceptions. The Purchased Assets constitute all of the properties and assets used in or held for use in the Business (other than the Excluded Assets) and are sufficient for Purchaser to conduct the Business (other than as it relates to the Excluded Assets) from and after the Closing Date without interruption and in the Ordinary Course of Business as it has been conducted by the Company, the Purchased Companies and their Subsidiaries. Section 4.29 of the Company Disclosure Schedule sets forth all of the assets, properties, material Contracts, and registered Intellectual Property related to the Business held by and in the name of the Company.
Title to Purchased Assets; Sufficiency. Seller, the Selling Affiliate or the Company has good and marketable title to, or a valid leasehold interest in, each of the Purchased Assets and all assets of the Japan Business transferred from the Selling Affiliate in accordance with the Corporate Split Agreement (the “Japan Assets”) (respectively), free and clear of all Liens other than Permitted Liens. Except for the services to be provided under the Transition Services Agreement, (a) the Purchased Assets and the Japan Assets constitute all of the property and assets of Seller and the Selling Affiliate which are necessary to operate the Business as currently conducted in all material respects. As at Closing, the Company will have good and marketable title to, or a valid leasehold interest in, each of the Japan Assets, free and clear of all Liens other than Permitted Liens. The Seller and Selling Affiliate have not parted with the ownership, possession or control of, or disposed or agreed to dispose of, or granted or agreed to grant any option or right of pre-emption in respect of, or offered for sale, its estate or interest in any of the Purchased Assets or Japan Assets (as applicable) except (in the case of inventory only) in the ordinary course of trading of the U.S. Business or Japan Business (as applicable) and (in the case of the Japan Assets only) by way of transfer to the Company in accordance with the Corporate Split.
Title to Purchased Assets; Sufficiency. Except as otherwise set forth on Schedule 3.05, Seller has: (i) good and defensible title to all of the tangible and intangible personal property constituting part of the Purchased Assets, free and clear of all Encumbrances other than the Permitted Encumbrances, and (ii) good and marketable fee simple title to the Real Property to be Conveyed, free and clear of all Encumbrances, other than the Real Property Permitted Encumbrances. Except for the Excluded Assets and except as set forth in Schedule 3.05 hereof, the Purchased Assets constitute all of the properties and assets used in or held for use in the operation of the Project as currently operated by Seller, and are sufficient for Buyer to operate the Project as the Project is currently operated by Seller. Notwithstanding anything to the contrary in this Section 3.05, Seller makes no representation and warranty whatsoever with respect to the Real Property to be Conveyed as of the date of this Agreement, which representation and warranty in this Section 3.05 as it relates to the Real Property to be Conveyed shall be made only as of the Closing Date.
Title to Purchased Assets; Sufficiency. Seller and its Affiliates own and have good and marketable title to all material Purchased Assets, and the Subsidiary has good and marketable title to all of the properties and assets owned and used by it in the conduct of the Business, in each case, free and clear of all Liens, other than Permitted Liens or Liens that would not materially detract from the value or the intended use of the Purchased Assets. The Purchased Assets, together with the services to be provided by Seller or its Affiliates to Buyer or its Affiliates pursuant to the Transition Services Agreement, are sufficient, in all material respects, for the conduct of the Business as currently conducted and are the only assets and properties used in the conduct of the Business as currently conducted except for (i) the Excluded Assets, (ii) Intellectual Property Rights (the sufficiency of which are covered in Section 3.14) and (iii) shared services utilized both by the Business and the Retained Businesses and not provided under the Transition Services Agreement as set forth on Schedule 3.13. Nothing in this Section 3.13 shall be deemed to constitute a representation or warranty as to the adequacy of the amounts of working capital, including cash, of the Business as of the Closing or the availability of the same.
Title to Purchased Assets; Sufficiency. (a) Except with respect to the Leased Real Property and the Cork Purchaser Leased Facility, as of the date of this Agreement and as of the Closing Date, one or more of BSC and the Sellers has good, valid and marketable title, legal right or license to use, or a valid leasehold interest in (in connection with the operation of the Business as currently conducted and as currently proposed to be conducted), all the Purchased Assets, free and clear of all Encumbrances, except Permitted Encumbrances. Following the consummation of the transactions contemplated by this Agreement and the execution of the instruments of transfer contemplated by this Agreement, subject, in the case of Purchased Assets described in clauses (viii), (x) and (xii) of Section 2.01(a), to receipt of necessary third party consents and approvals including those set forth on Section 3.02 of the Disclosure Schedule, and in respect of all other Purchased Assets, receipt of the consents and approvals set forth on Section 3.02 of the Disclosure Schedule, the Purchaser will own, with good, valid and marketable title, or lease, under valid and subsisting leases, or have legal right or license to use, or otherwise acquire the interests of BSC and the Sellers in, the Purchased Assets, free and clear of any Encumbrances, other than Permitted Encumbrances. No representation or warranty, express or implied, is being made by BSC in this Section 3.12(a) with respect to issues of title to the Transferred Intellectual Property (which is the subject of Section 3.10(b)).
Title to Purchased Assets; Sufficiency. (a) The Sellers have, or their respective Affiliates have, good and valid title to, or valid contract rights in, as applicable, the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances.
Title to Purchased Assets; Sufficiency. (a) Except as set forth in Schedule 5.5(a), Seller owns and has good title to each of the Purchased Assets, free and clear of all Liens other than Permitted Exceptions.
