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.
(b) The Purchased Assets (together with the rights of the Acquiror and its Affiliates under the Related Agreements), the rights granted pursuant to Section 2.5 and, as applicable, pursuant to the Sublicense Agreement constitute all of the assets, Contracts, Required Permits, rights and services required for the continued operation of the Evamist Business by the Acquiror as conducted by the Seller during the past twelve (12) months.
(c) Each item of equipment which is a Purchased Asset (other than equipment set forth on Schedule 6.14(c) of the Seller Disclosure Schedule) is in good operating condition for the purposes for which it is currently being used, subject to ordinary wear and tear, is free from any material defect and has been maintained in all material respects in accordance with generally accepted industry practice.
(d) The Seller has not experienced any out-of-stock or back-order situation with respect to the Evamist Business
(e) The Seller does not own or control any Evamist Product Improvements, and has not granted to any third party or enabled any third party to make any Evamist Product Improvements.
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.
(b) As of the final Closing, the Transferred Assets and the assets, properties, rights, titles and interests of the Transferred Entities, (i) assuming exercise of the Put Options (and for this purpose deeming such exercise to have occurred), (ii) taking into account this Agreement and all other Transaction Documents delivered by Sellers at or prior to the Relevant Closing (including the Transition Services Agreement), and (iii) assuming all Permits required for the conduct of the Business that are held by the Retained Entities have been obtained by Buyer or its applicable Subsidiaries, shall constitute all of the assets, properties, rights, titles and interests necessary to conduct, in all material respects, the Businesses in the manner conducted immediately prior to Closing.
(c) As of each Relevant Closing, no Affiliate of Sapphire other than the Asset Sellers and the Transferred Entities will hold any assets or properties that would be a Transferred Asset if held by an Asset Seller (other than those Transferred Assets and Transferred Entities contemplated to be transferred at the remaining Deferred Closings).
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) GFI and the Subsidiaries of GFI 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.
(b) The assets, properties and rights of the CME Retained Subsidiaries, taken together with the rights contractually obtained pursuant to the Ancillary Agreements, are, and immediately following the consummation of the Transactions and after giving effect thereto will be, sufficient to conduct and operate the Trayport Business and the FENICS Business in all material respects in the manner as currently conducted or currently proposed to be conducted by GFI and the Subsidiaries of GFI.
Title to Assets; Sufficiency of Assets. (a) The Asset Sellers have good and valid title, or a valid leasehold interest in, all of the Acquired Assets, free and clear of Encumbrances other than Permitted Encumbrances. Each Purchased Company has good and valid title, or a valid leasehold interest in its assets, properties and rights, free and clear of Encumbrances other than Permitted Encumbrances. This Section 4.11(a) does not relate to (i) Owned Real Property or Leased Real Property, which is the subject of Section 4.8, (ii) Intellectual Property, which is the subject of Section 4.9 and Section 4.11(d), or (iii) Separation Assets.
(b) The assets, properties, rights, titles and interests of the Purchased Companies (after giving effect to the actions set forth in Sections 1.6 and 3.3), together with the Acquired Assets, constitute all of the assets, properties, rights, titles and interests owned or held by Parent and its Subsidiaries necessary to operate the Business immediately following the Closing, in all material respects, in substantially the manner conducted immediately prior to Closing, except (i) as set forth in Section 4.11(b) of the Seller Disclosure Letter, and (ii) for the services and rights to be provided or granted to Purchaser and its Affiliates pursuant to the Transition Services Agreement and the Bailment Agreement; provided, however, the foregoing is subject to the limitation that certain transfers, assignments, licenses, sublicenses, leases and subleases, as the case may be, of Contracts and Governmental Approvals, and any claim or right or benefit arising thereunder or resulting therefrom, may require consent of a Person or Governmental Authority, which has not been obtained, and that such matters are addressed elsewhere in this Agreement. This Section 4.11(b) does not relate to Intellectual Property, which is the subject of Section 4.9 and Section 4.11(d).
(c) Except for the assets and properties set forth in clauses (i) and (ii) of Section 4.11(b), no Affiliate of Parent other than the Asset Sellers and the Purchased Companies holds any assets or properties that would be an Acquired Asset if held by an Asset Seller.
(d) The Business IP constitutes all of the Intellectual Property rights used in or necessary to operate the Business immediately following the Closing, in all material respects, in substantially the manner conducted immediately prior to Closing, except (i) as set forth on Section 4.11(d) of the Seller Disclosure Letter, (ii) for the Retained IP, and (iii) for Int...
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.
(b) Schedule 4.4(b) sets forth a description of any assets or services provided by any Shareholder, Affiliate or Related Party of Seller in connection with the Business.
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 material 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).
(b) Except as set forth on Schedule 3.3(b), no Shareholder, manager, director, officer, employee or other Affiliate of the Company owns or holds any property or tangible or intangible right that is used or held for use in the Business as operated by the Company as of the date hereof.
(c) Except as set forth on Schedule 3.3(c), the tangible properties and assets owned, leased, or licensed by the Company, including all buildings, plants, structures, improvements, fixtures, machinery, equipment, vehicles, and other tangible assets, are free from material defects, and are in good operating condition (reasonable wear and tear excepted), and are suitable for the uses for which intended, except as would not be material to the Business or the Company, individually or in the aggregate.
(d) Except as set forth on Schedule 3.3(d), and after giving effect to the termination of intercompany Contracts, services, support, and other arrangements pursuant to Section 6.10 the properties and assets owned, leased, or licensed by the Company, constitute all of the properties and assets (tangible and intangible) used in or necessary to conduct the Business after the Closing as currently conducted.
Title to Assets; Sufficiency of Assets. (a) Except as set forth on Schedule 3.4(a) (which such schedule is current as of October 16, 2023), each 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 such Company, or otherwise related to and necessary for the Company Business, since the date of the Interim Balance Sheet in each case, free and clear of all Liens (other than Permitted Liens).
(b) Except as set forth on Schedule 3.4(b), none of Owner, any member of his Family, or any manager, director, officer, employee or other Affiliate of any Company owns or holds any material property or tangible or intangible right that is used, held for use or useful in the Company Business as operated by each Company as of the date hereof (other than the Excluded Real Estate).
(c) The material tangible properties and assets owned, leased, or licensed by each Company, including all buildings, plants, structures, improvements, fixtures, machinery, equipment, vehicles, and other tangible assets, are free from material defects, are in good operating condition (reasonable wear and tear excepted), and are suitable for the uses for which intended.
(d) Except as set forth on Schedule 3.4(d), and after giving effect to the termination of intercompany Contracts (except for the Contracts between or among a Company and any other Company), services, support, and other arrangements pursuant to Section 5.9, the properties and assets owned, leased, or licensed by the Companies, constitute all of the properties and assets (tangible and intangible) used in or necessary to conduct the Company Business after the Closing as currently conducted and proposed to be conducted.
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).
(b) The buildings, structures, equipment, vehicles and other items of tangible personal property of the TS Business are structurally sound, in good operating condition (other than ordinary wear and tear) and are adequate for the uses to which they are being put, and none of such property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.
Title to Assets; Sufficiency of Assets. (a) The Seller has good, valid and marketable title to or a valid leasehold interest in all of the Purchased Assets, free and clear of any Encumbrance, other than Permitted Encumbrances. The delivery to the Buyer of the Xxxx of Sale and other instruments of assignment, conveyance and transfer pursuant to this Agreement and the Ancillary Agreements will transfer to the Buyer good, valid and marketable title to or a valid leasehold interest in all of the Purchased Assets, free and clear of any Encumbrance.
(b) The Purchased Assets and the Licensed Excluded IP constitute all of the assets, properties and rights necessary and sufficient for the conduct and operation of the Business as currently conducted and are sufficient for the Buyer to conduct the Business from and after the Closing Date without interruption and in the Ordinary Course of Business in substantially the same manner as currently conducted by the Seller and its Affiliates. No Affiliate of the Seller or any other Person holds any right, title or interest in any of the Purchased Assets.
