Title to the Transferred Assets. Upon consummation of the Transactions, Novo Nordisk Delivery Technologies, Inc. will have acquired good and marketable title in and to, or a valid leasehold interest in, each of the Transferred Assets, free and clear of all Liens, except for Permitted Liens.
Title to the Transferred Assets. The Seller has no assets other than the Transferred Assets and the Excluded Assets. The Seller has, and will have immediately prior to the Closing, and the Purchaser will acquire at the Closing, good and valid title to all of the Transferred Assets (other than the Transferred Inventory and the Transferred Equipment) free and clear of all Encumbrances (other than Permitted Encumbrances). The Purchaser will acquire at the Closing good and valid title to the Transferred Inventory and the Transferred Equipment, free and clear of all Encumbrances (other than Permitted Encumbrances). The Transferred Assets: (a) are sufficient for the continued development, production and commercialization of Aeroquin and the conduct of the Aeroquin Business after the Closing as currently conducted, as the Parties currently contemplate and as contemplated by any Seller Predecessor prior to December 4, 2014; (b) constitute all of the Assets necessary to further develop, commercialize and produce Aeroquin in the same manner as currently conducted, as the Parties currently contemplate and as contemplated by any Seller Predecessor prior to December 4, 2014; and (c) include: (i) all Assets owned, held or purported to be owned or held by the Seller or that the Seller has the right to acquire ownership of from any Seller Predecessor, including all Aeroquin-Related IP (other than Licensed Aeroquin IP, but including the Aeroquin IP Licenses) that is owned, held or purported to be owned or held by the Seller or any Seller Predecessor; and (ii) all of the leases, licenses and other rights owned, held or purported to be owned or held by the Seller or that the Seller has the right to acquire from any Seller Predecessor, including all licenses to any Aeroquin-Related IP that are owned, held or purported to be owned or held by the Seller or that the Seller has any right to acquire (or have sublicensed to the Seller) from any Seller Predecessor, in the case of each of clauses “(i)” and “(ii),” other than the Excluded Assets (it being understood, however, that the representation and warranty set forth in this Section 3.4 does not include a representation and warranty that the Purchaser will have personnel capable of providing local support for the Transferred IP).
Title to the Transferred Assets. Except as set forth on Schedule 5.6, Seller has good and marketable title to the Transferred Assets free and clear of all mortgages, pledges, liens, conditional sales agreements or other encumbrances of any kind or nature whatsoever, other than the Permitted Liens. The Transferred Assets comprise all of the physical assets being used by Seller in the Business as of the date of this Agreement.
Title to the Transferred Assets. The Company has good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets, free and clear of all material Liens, and free of any material infractions or noncompliance with zoning and building laws (collectively, "Defects") and the sale and delivery of the Transferred Assets to Buyer pursuant hereto shall vest in Buyer good and marketable title thereto, free and clear of any and all material Liens or Defects, other than as disclosed in Schedule 3.8 hereto or as may be created by Buyer. The Company shall prior to the Closing use their commercially reasonable efforts to cure at their expense any material Defect identified by Buyer.
Title to the Transferred Assets. Seller or a Seller Affiliate has good and marketable title to the Transferred Assets listed on Schedule 1.1 hereto, free and clear of any Liens, other than Permitted Liens. At Closing, all of the Transferred Assets shall be transferred by Seller to the Buyer free and clear of any and all Liens (other than Permitted Liens), together with any and all consents of third parties required to transfer the Transferred Assets to the Buyer, except where the failure to obtain such consent would not have a material adverse effect on the Transferred Assets collectively.
Title to the Transferred Assets. (a) Seller is the sole, lawful, beneficial and exclusive owner of all right, title and interest in and to the Transferred Assets free and clear of all title defects and Encumbrances other than as set forth in the Capsugel Agreements. The delivery to Buyer of the instruments of transfer of ownership contemplated by this Agreement will, at the Closing, vest good and marketable title to the Transferred Assets in Company, free and clear of all Encumbrances other than as set forth in the Capsugel Agreements.
(b) The Transferred Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Transferred Assets comprise all of the material assets, of any type, necessary for the exploitation of the Transferred Assets or conduct of business with respect to the Transferred Assets and the exploitation of the Product by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased or licensed by Seller in the exploitation of the Transferred Assets that will not be transferred to Buyer hereunder other than as set forth in Section 3.4(c) of the Disclosure Schedule.
(c) Seller has not granted any rights to manufacture, produce, assemble, license, market or sell the Product and no Person has any rights to manufacture, produce, assemble, license, market or sell the Product other than as set forth in the Capsugel Agreements.
Title to the Transferred Assets. Except as set forth in Schedule 3.10 and except as to the leasehold interests evidenced by the Leases described in Schedule 3.12, each Company has good and marketable title to the assets of the Companies, free and clear of all liens, mortgages, pledges, encumbrances, security interests, restrictions, covenants, adverse claims and charges of any kind; provided however that no representation or warranty is given under this Section 3.10 as to the Companies' trademark(s).
Title to the Transferred Assets. On the Closing Date, Seller shall have good title to, and lawful ownership of, all of the Transferred Assets. Ownership of the Transferred Assets shall pass to Buyer free and clear of all Encumbrances except for Permitted Encumbrances.
Title to the Transferred Assets. Liens; Other Assets. BCI has, ---------------------------------------------------- subject to the laws and regulations administered by the FCC generally applicable to 39 GHz Licenses, good, indefeasible and transferable title to all of the Assets, free and clear of all Liens.
Title to the Transferred Assets. Except as set forth in Section 5.1(e) of the Seller Disclosure Schedule, Seller has good, valid, and marketable title to or a valid, transferable license to use, all Transferred Assets, personal, tangible and intangible. At the Closing, none of the Transferred Assets will be subject to any Encumbrance (other than rights retained by any licensor of intellectual property to the Seller) or charge of any kind.
