Common use of Purchased Entities Clause in Contracts

Purchased Entities. Except as disclosed in Schedule 4.01(c), neither Parent nor any Seller owns any stock or has any other equity interest in, or controls, directly or indirectly, any corporation, association, partnership, joint venture or other entity engaged directly or indirectly in the Business (other than the Purchased Entities, the Sellers and the Excluded Joint Ventures). None of Parent, any Seller, any of their respective Affiliates or any Purchased Entity (other than the Joint Ventures) is a party to any joint venture, partnership, cooperation or other similar agreement or arrangement relating to the Business except as disclosed in Schedule 4.01(c). Each Purchased Entity is a corporation duly organized, validly existing and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, as shown in Schedule 4.01(c). Each Purchased Entity has the corporate power and authority to own, lease and operate its assets and conduct the Business, and each Purchased Entity (other than the Joint Ventures) is duly qualified or licensed to do business in each of the jurisdictions listed opposite such Purchased Entity's name in Schedule 4.01(c), which are all the jurisdictions in which the nature of the activities conducted or the character of the assets owned, used or held for use by such Purchased Entity require such qualification or licensing and the failure to be so qualified or licensed would adversely affect in any material respect the continuing conduct of the Business by such Purchased Entity as heretofore conducted, the value of the Acquired Assets or the amount of the Assumed Liabilities. The authorized capital stock of each Purchased Entity and the Shares are set forth in Schedule 4.01(c). The Shares are duly authorized, validly issued, fully paid and, to the extent applicable, nonassessable, were not issued in violation of any preemptive or other right of any Person to acquire securities of any Purchased Entity and, except as disclosed in Schedule 4.01(c), includes in the aggregate all the capital stock of the Purchased Entities. Except as disclosed in Schedule 4.01(c), there is no outstanding option, convertible security, preemptive right, warrant, call or agreement (other than this Agreement) relating to any of the Shares or which may require the issuance of shares or other securities of any of the Purchased Entities. TransferCo is a newly formed Delaware corporation that, other than the transfer of assets to TransferCo in connection with the transactions contemplated hereby, has not, prior to the date hereof, conducted any operations, acquired any assets or incurred any liabilities. Except as disclosed in Schedule 4.01(c), Sellers have, and will continue to have, to and including the Closing Date, good, marketable (subject only to limitations on transfer under applicable securities laws) and indefeasible title to all the Shares and the absolute right to sell, assign, transfer and deliver such Shares to the Designated Purchasers pursuant to this Agreement, free and clear of all claims, security interests, Liens, pledges, charges, escrows, options, proxies, rights of first offer, rights of first refusal, preemptive rights, mortgages, hypothecations, prior assignments, title retention agreements, indentures, security agreements or any other encumbrances of any kind ("Adverse Claims"). Upon transfer of such Shares to the Designated Purchasers at the Closing, the Designated Purchasers will have good, marketable (subject only to limitations on subsequent transfer under applicable securities laws and, in the case of the Shares of any Joint Venture, under the joint venture agreement or governing document of such Joint Venture) and indefeasible title to and ownership of the Shares, free and clear of all Adverse Claims.