Common use of Assets Other Than Real Property Clause in Contracts

Assets Other Than Real Property. Except as set forth in Section 3.9 of the Disclosure Schedule, (a) each of IMS and IMA owns outright and has good and marketable title to all of the tangible Purchased Assets free and clear of all Liens; (b) other than the Excluded Assets and together with the assets contributed by IMA to the Company pursuant to the Contribution Agreement, the Company's rights under the IMA License Agreements, the Finished Product Purchase Agreement, the Distribution Arrangements and the IMA Transition Services Agreement, the Purchased Assets constitute all of the assets, properties, permits, rights, agreements and other Contract rights and interests that are necessary to enable the Company after the Closing to operate the CD Business in a manner consistent with the manner in which the CD Business is currently being operated; (c) the Sale will vest good and marketable title in and to the tangible Purchased Assets in PGIO free and clear of all Liens except for Permitted Liens; and (d) the consummation of the transactions contemplated by the PGIO Contribution Agreement will vest good and marketable title in and to the tangible Purchased Assets in the Company free and clear of all Liens except for Permitted Liens. To the Knowledge of IMS or IMA, the tangible Contributed Assets are in good operating condition and repair and none of such tangible assets that are material to the conduct of the CD Business is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Assets Other Than Real Property. Except as set forth in Section 3.9 of the Disclosure Schedule, (ai) each of IMS and IMA owns outright and has good and marketable title to to, or has valid leasehold interests in, all of the tangible Purchased Assets free and clear of all Liens; , (bii) other than the Excluded Assets and together with the assets contributed by IMA to the Company pursuant to the Contribution Agreement, the Company's rights under the IMA License Agreements, the Finished Product Purchase Agreement, the Distribution Arrangements Agreement and the IMA Transition Services Agreement, the Purchased Assets constitute all of the assets, properties, permits, rights, agreements and other Contract rights and interests that are necessary to enable the Company after the Closing to operate the CD Business in a manner consistent with the manner in which the CD Business is currently being operated; , (ciii) the Sale will vest good and marketable title in and to the tangible Purchased Assets in PGIO free and clear of all Liens except for Permitted Liens; Liens and (div) the consummation of the transactions contemplated by the PGIO Contribution Agreement will vest good and marketable title in and to the tangible Purchased Assets in the Company free and clear of all Liens except for Permitted Liens. To the Knowledge of IMS or IMA, the tangible Contributed Assets are in good operating condition and repair and none of such tangible assets that are material to the conduct of the CD Business is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.