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. Seller has good title to, or a valid leasehold interest in, all Canada Assets that are material to the operation of the Transportation Products Business on a consolidated basis, free and clear of all Encumbrances, except for Permitted Encumbrances. The Canada Assets are reflected in the Interim Balance Sheet, other than assets that were sold or acquired in the Ordinary Course of Business since the Interim Balance Sheet Date. The material items of tangible personal property included in the Canada Assets that are currently being used in the operation of Seller’s portion of the Transportation Products Business are, in all material respects, in reasonable working order, ordinary wear and tear excepted. Except for the assets and services to be provided to Buyer under the Ancillary Agreements, the Canada Assets will constitute, as of the Canada Closing Date, all of the properties, rights, interests and other tangible and intangible assets necessary and sufficient to enable Buyer to (a) own and use the Canada Assets in the manner in which the Canada Assets have been used prior to the date hereof and are currently being used by Seller to conduct Seller’s portion of the Transportation Products Business and perform Seller’s obligations under the Assigned Contracts, and (b) conduct Seller’s portion of the Transportation Products Business immediately following the Canada Closing in the manner in which Seller’s portion of the Transportation Products Business has been conducted prior to the date hereof. Except for the services to be provided under the Ancillary Agreements, none of the Excluded Assets are material to or necessary for Seller’s portion of the Transportation Products Business as presently conducted. Section 3.06 of the Disclosure Schedule sets forth a list of all assets, properties, rights, claims, Contracts, Permits and business that are used or relate to the Transportation Products Business and that are Excluded Assets.
Title to Assets; Sufficiency of Assets. (a) Except as would not, individually or in the aggregate, reasonably be expected to be materially adverse to the SLS Business or to the SLS Entities, taken as a whole, Scotts and its Subsidiaries (including the SLS Entities) have (and as of the Closing the SLS Entities themselves will have, other than with respect to rights or assets (x) to be provided (or for which the benefit is to be provided) to the SLS Entities by Scotts and the Non-SLS Subsidiaries pursuant to the Ancillary Agreements, (y) that are (or for which the benefit is), between the date hereof and the Closing Date, offered in writing to the Chief Financial Officer of TruGreen Holdings to be provided by Scotts for inclusion in any such Ancillary Agreement but which TruGreen Holdings has notified Scotts in writing that it will not require (or fails to reply on a reasonably timely basis) pursuant to any such Ancillary Agreement (the “Declined Services”) or (z) pursuant to or under Shared Contracts) good and valid (and, in the case of SLS Owned Real Property, good, valid and marketable fee simple) title to, or have a valid leasehold or licensed interest in, or has a legal right to use, all of the tangible and intangible assets, properties and rights (real and personal, including all Intellectual Property) that (i) are primarily used or held for use in connection with the SLS Business, (ii) are reflected on the SLS Financial Statements or (iii) were acquired by the SLS Business after the Balance Sheet Date for use primarily by, or in connection with, the SLS Business, in each case other than the Scotts Marks (collectively, the “SLS Assets”), in each case, free and clear of all Encumbrances, except for Permitted Encumbrances, other than any SLS Assets disposed of by the SLS Entities or the SLS Business (x) after the Balance Sheet Date and prior to the date hereof in the ordinary course of business or (y) after the date hereof and not in violation of this Agreement.
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).
