Transferred Properties. 4.2.1 The Transferred Leased Properties and the Transferred Owned Properties are the only material freehold, leasehold or other immovable property in any part of the world owned or occupied by the Target Group Business for the purpose of research and development, production or manufacturing facilities. 4.2.2 Each of the Transferred Properties is used and occupied for the purposes of the Seller’s Contributed Business. 4.2.3 A member of the Seller’s Group is solely legally and beneficially entitled to such Transferred Property. 4.2.4 No person has or will have any right to possession, occupation or use of such Transferred Property in a manner that has or will have a material adverse effect on the use of, or operations at, such Transferred Property. 4.2.5 There are no mortgages or charges affecting any of the Transferred Properties other than those registered in the relevant Land Register. 4.2.6 There are no material outstanding disputes, actions, claims or demands in respect of any Transferred Property, nor has the Seller or any member of the Seller’s Group received any notice threatening the same. 4.2.7 In respect of each Transferred Leased Property, all material covenants and conditions contained in the Lease have been observed and performed to date.
Appears in 5 contracts
Sources: Contribution Agreement, Contribution Agreement (Glaxosmithkline PLC), Contribution Agreement (Glaxosmithkline PLC)