Common use of Properties; Sufficiency Clause in Contracts

Properties; Sufficiency. (a) With the exception of (i) properties disposed of since the Balance Sheet Date in the ordinary course of business, (ii) the Excluded Assets, and (iii) the Liens set forth in Section 3.6(a) of the Sellers Disclosure Letter, which (other than Permitted Liens) will be released prior to or at Closing, the Transferred Entities have good and marketable title to, or a valid and existing lease or license to, free and clear of all Liens other than Permitted Liens, each piece of real and material personal property capitalized on or included in the Business Balance Sheet (or for real and personal property acquired by the Business since the date of the Business Balance Sheet, that would have been, had it been acquired prior to such date, capitalized on or included in the Business Balance Sheet) and each other piece of real and material personal property used or held for use in the Business. All documents necessary to prove such title are in the possession or under the control of the Transferred Entities, copies of which have been made available to Purchasers. (b) Section 3.6(b) of the Sellers Disclosure Letter sets forth a list of all the real property owned or leased by the Transferred Entities in connection with the Business (the “Business Real Property”). Sellers have made available correct and complete copies of all material leases and subleases (including all material amendments, modifications and side letters thereto, and all notices of default and other material notices thereunder) relating to the Business Real Property to which the Transferred Entities are a party, all of which are identified in Section 3.6(b) of the Sellers Disclosure Letter and each of which is valid and in full force and effect. With respect to the Business Real Property owned by the Transferred Entities (the “Owned Real Property”), except as set forth in Section 3.6(a) of the Sellers Disclosure Letter, the applicable Transferred Entity has good and marketable title in fee simple to such property subject only to Permitted Liens. There are no pending or, to the Knowledge of Sellers, threatened condemnation proceedings relating to any Business Real Property for which written notice has been received by the Transferred Entities. To the Knowledge of Sellers, except as set forth in Section 3.6(a) of the Sellers Disclosure Letter and except pursuant to this Agreement, no Person has any right, option, lease, license, right of first refusal or any other Contract with respect to the purchase, assignment, possession, use or transfer of all or a portion of the Owned Real Property. To the Knowledge of Sellers, no Owned Real Property encroaches upon adjoining real estate. The ownership, occupancy, use and operation of the Business Real Property has complied and complies in all material respects with all applicable Laws, including but not limited to planning, zoning or use Laws, and Sellers have received no written, or to the Knowledge of Sellers, oral, notice of any material defaults by the Transferred Entities in respect of the Business Real Property in complying with the requirements of any notice received from a Governmental Entity under any such Laws. Except as disclosed in Section 3.6(b) of the Sellers Disclosure Letter, none of the properties owned or leased by the Transferred Entities or otherwise used in the Business is shared by the Business, on the one hand, and the other businesses, divisions or Subsidiaries of Parent, on the other hand. (c) The buildings, structures and improvements on each Business Real Property are in all material respects in reasonable operating condition and repair, are structurally sound and free of material defects, with no material alterations or repairs required under applicable Law and are suitable in all material respects for their current use, operation and occupancy. (d) All fixtures and mechanical systems located at the Business Real Property are currently in good working order except for ordinary wear and tear and for fixtures and mechanical systems under repair or out of service in the ordinary course of business. (e) The assets, properties and rights of the Transferred Entities constitute all of the assets (other than (i) the Excluded Assets, (ii) services to be provided pursuant to the applicable Ancillary Agreements, and (iii) the services excluded under Part I(b) (Excluded IT Services) of Schedule 2 of Exhibit A) necessary to own and operate the Business in the manner being conducted as of the date hereof. The Transferred Entities collectively own or lease, or otherwise have good and valid rights to, all material assets, properties and other rights related to the Business.

Properties; Sufficiency. (a) With the exception of (i) properties disposed of since the Balance Sheet Date December 31, 1999 in the ordinary course of business, (ii) the Excluded Assets, and (iii) the Liens set forth in Section 3.6(a) of the Sellers Disclosure Letter, which (other than Permitted Liens) will be released prior to or at Closing, the Transferred Entities have a Business Entity has good and marketable title to, or a holds by valid and existing lease or license tolicense, free and clear of all Liens other than Permitted Liens, each piece of real and material personal property capitalized on or included in the Business Balance Sheet (or for and each piece of real and personal property acquired by the any Business Entity since the date of the Business Balance Sheet, Sheet that would have beenwould, had it been acquired prior to such date, be capitalized on or included in the Business Balance Sheet) and each other piece of real and material personal property used , except where the failure to have such title or held for use hold such lease or license would not, individually or in the Businessaggregate, have or reasonably be expected to have a Pillsbury Material Adverse Effect. All documents necessary to prove such title are in the possession or under the control Section 3.5 of the Transferred Entities, copies of which have been made available to Purchasers. (b) Section 3.6(b) of the Sellers Diageo Disclosure Letter Schedule sets forth a list of all the material real property owned or leased by the Transferred Business Entities in connection with the Business (the “"Business Real Property”"). Sellers have Diageo has made available correct and complete copies of all material leases and subleases (including all material amendments, modifications and side letters thereto, and all notices of default and other material notices thereunder) relating to the Business Real Property to which any of the Transferred Business Entities are is a party, all of which all material leases and subleases are identified in Section 3.6(b) 3.5 of the Sellers Diageo Disclosure Letter and each Schedule, it being understood that for purposes of which is valid and this sentence, "material" shall mean any lease or sublease with total future payments in full force and effect. With respect to the Business Real Property owned by the Transferred Entities (the “Owned Real Property”), except as set forth in Section 3.6(a) excess of the Sellers Disclosure Letter, the applicable Transferred Entity has good and marketable title in fee simple to such property subject only to Permitted Liens$5,000,000. There are no pending or, to the Knowledge of SellersDiageo's and Pillsbury's knowledge, threatened condemnation proceedings relating to any of the material Business Real Property for which written notice has been received by the Transferred Entities. To the Knowledge of Sellers, except as set forth in Section 3.6(a) of the Sellers Disclosure Letter and except pursuant to this Agreement, no Person has any right, option, lease, license, right of first refusal or any other Contract with respect to the purchase, assignment, possession, use or transfer of all or a portion of the Owned Real Property. To the Knowledge of Sellers, no Owned Real Property encroaches upon adjoining real estate. The ownership, occupancy, use and operation of the Business Real Property has complied and complies in all material respects with all applicable Laws, including but not limited to planning, zoning or use Laws, and Sellers have received no written, or to the Knowledge of Sellers, oral, notice of any material defaults by the Transferred Entities in respect of the Business Real Property in complying with the requirements of any notice received from a Governmental Entity under any such Laws. Except as disclosed in Section 3.6(b) 3.5 of the Sellers Diageo Disclosure LetterSchedule, none of the material properties owned or leased by any Business Entity or by Diageo or any of the Transferred Entities or otherwise used in the Business Continuing Affiliates is shared by the Businessany Business Entity, on the one hand, and the other businesses, divisions or Subsidiaries of ParentDiageo or any Continuing Affiliate, on the other hand. (cb) The buildings, structures and improvements on each Business Real Property are in all material respects in reasonable operating condition and repair, are structurally sound and free assets of material defects, with no material alterations or repairs required under applicable Law and are suitable in all material respects for their current use, operation and occupancy. (d) All fixtures and mechanical systems located at the Business Real Property are currently in good working order except for ordinary wear Entities and tear and for fixtures and mechanical systems under repair or out of service in the ordinary course of business. (e) The assets, properties and rights of the Transferred Non-Controlled Foreign Entities constitute all of the assets (other than (i) the Excluded Assets, (ii) services to be provided pursuant to the applicable Ancillary Agreements, and (iii) the services excluded under Part I(b) (Excluded IT Services) of Schedule 2 of Exhibit A) necessary in all material respects to own and operate the existing food business (other than the fast food business) of Diageo (including Pillsbury North America, International, and Food Service) (collectively, the "Business"), as reflected in the Business Financial Statements, in the manner currently being conducted as of the date hereofconducted. The Transferred Business Entities collectively own or lease, or otherwise have good and valid rights to, all material assets, properties and other rights related to the Business, except as would not, individually or in the aggregate, have or reasonably be expected to have a Pillsbury Material Adverse Effect.

Properties; Sufficiency. (a) With the exception of (i) properties disposed of since the Balance Sheet Date December 31, 1999 in the ordinary course of business, (ii) the Excluded Assets, and (iii) the Liens set forth in Section 3.6(a) of the Sellers Disclosure Letter, which (other than Permitted Liens) will be released prior to or at Closing, the Transferred Entities have a Business Entity has good and marketable title to, or a holds by valid and existing lease or license tolicense, free and clear of all Liens other than Permitted Liens, each piece of real and material personal property capitalized on or included in the Business Balance Sheet (or for and each piece of real and personal property acquired by the any Business Entity since the date of the Business Balance Sheet, Sheet that would have beenwould, had it been acquired prior to such date, be capitalized on or included in the Business Balance Sheet) and each other piece of real and material personal property used , except where the failure to have such title or held for use hold such lease or license would not, individually or in the Businessaggregate, have or reasonably be expected to have a Pillsbury Material Adverse Effect. All documents necessary to prove such title are in the possession or under the control Section 3.5 of the Transferred Entities, copies of which have been made available to Purchasers. (b) Section 3.6(b) of the Sellers Diageo Disclosure Letter Schedule sets forth a list of all the material real property owned or leased by the Transferred Business Entities in connection with the Business (the “Business Real Property”"BUSINESS REAL PROPERTY"). Sellers have Diageo has made available correct and complete copies of all material leases and subleases (including all material amendments, modifications and side letters thereto, and all notices of default and other material notices thereunder) relating to the Business Real Property to which any of the Transferred Business Entities are is a party, all of which all material leases and subleases are identified in Section 3.6(b) 3.5 of the Sellers Diageo Disclosure Letter and each Schedule, it being understood that for purposes of which is valid and this sentence, "material" shall mean any lease or sublease with total future payments in full force and effect. With respect to the Business Real Property owned by the Transferred Entities (the “Owned Real Property”), except as set forth in Section 3.6(a) excess of the Sellers Disclosure Letter, the applicable Transferred Entity has good and marketable title in fee simple to such property subject only to Permitted Liens$5,000,000. There are no pending or, to the Knowledge of SellersDiageo's and Pillsbury's knowledge, threatened condemnation proceedings relating to any of the material Business Real Property for which written notice has been received by the Transferred Entities. To the Knowledge of Sellers, except as set forth in Section 3.6(a) of the Sellers Disclosure Letter and except pursuant to this Agreement, no Person has any right, option, lease, license, right of first refusal or any other Contract with respect to the purchase, assignment, possession, use or transfer of all or a portion of the Owned Real Property. To the Knowledge of Sellers, no Owned Real Property encroaches upon adjoining real estate. The ownership, occupancy, use and operation of the Business Real Property has complied and complies in all material respects with all applicable Laws, including but not limited to planning, zoning or use Laws, and Sellers have received no written, or to the Knowledge of Sellers, oral, notice of any material defaults by the Transferred Entities in respect of the Business Real Property in complying with the requirements of any notice received from a Governmental Entity under any such Laws. Except as disclosed in Section 3.6(b) 3.5 of the Sellers Diageo Disclosure LetterSchedule, none of the material properties owned or leased by any Business Entity or by Diageo or any of the Transferred Entities or otherwise used in the Business Continuing Affiliates is shared by the Businessany Business Entity, on the one hand, and the other businesses, divisions or Subsidiaries of ParentDiageo or any Continuing Affiliate, on the other hand. (cb) The buildings, structures and improvements on each Business Real Property are in all material respects in reasonable operating condition and repair, are structurally sound and free assets of material defects, with no material alterations or repairs required under applicable Law and are suitable in all material respects for their current use, operation and occupancy. (d) All fixtures and mechanical systems located at the Business Real Property are currently in good working order except for ordinary wear Entities and tear and for fixtures and mechanical systems under repair or out of service in the ordinary course of business. (e) The assets, properties and rights of the Transferred Non-Controlled Foreign Entities constitute all of the assets (other than (i) the Excluded Assets, (ii) services to be provided pursuant to the applicable Ancillary Agreements, and (iii) the services excluded under Part I(b) (Excluded IT Services) of Schedule 2 of Exhibit A) necessary in all material respects to own and operate the Business existing food business (other than the fast food business) of Diageo (including Pillsbury North America, International, and Food Service) (collectively, the "BUSINESS"), as reflected in the Business Financial Statements, in the A-16 <PAGE> manner currently being conducted as of the date hereofconducted. The Transferred Business Entities collectively own or lease, or otherwise have good and valid rights to, all material assets, properties and other rights related to the Business, except as would not, individually or in the aggregate, have or reasonably be expected to have a Pillsbury Material Adverse Effect.

Properties; Sufficiency. (a) With the exception of (i) properties disposed of since the Balance Sheet Date in the ordinary course Ordinary Course of business, Business and (ii) the Excluded Assets, Elan and (iii) the Liens set forth in Section 3.6(a) its Subsidiaries, taken together, has, and as of the Sellers Disclosure Letter, which (other than Permitted Liens) will be released prior to or at Closing, New Alkermes and the Transferred Entities have New Alkermes Group Entities, taken together, will have, good and marketable title to, or a valid and existing lease or license tolicense, free and clear of all Liens other than Permitted Liens, each piece of real and material personal property capitalized on or included in the Business Balance Sheet (or for real and personal property acquired by the Business since the date of the Business Balance Sheet, that would have been, had it been acquired prior to such date, capitalized on or included in the Business Balance Sheet) and each other piece of real and material personal property used or held for use in the Business, except where the failure to have such title or hold such lease or license would not, individually or in the aggregate, have or reasonably be expected to have a Business Material Adverse Effect. Each piece of real property used or held for use by the Business enjoys access and egress over roads abutting such properties which have been taken in charge by the relevant Governmental Authority. Elan has complied with its obligations in every such lease or license, except where the failure to comply would not, individually or in the aggregate, have or reasonably be expected to have a Business Material Adverse Effect. All documents necessary to prove such title are in the possession or under the control of Elan (and, as of the Transferred EntitiesClosing, copies will be in the possession or under the control of which have been made available to PurchasersNew Alkermes or a New Alkermes Group Entity) or, where appropriate, the Irish Land Registry, and are properly stamped. (b) Section 3.6(b3.6(b)(i) of the Sellers Elan Disclosure Letter Schedule sets forth a list of all the real property owned or leased by the Transferred Entities Elan or any of its Subsidiaries in connection with the Business (the “Business Real Property”). Sellers have Elan has made available correct and complete copies of all material leases and subleases (including all material amendments, modifications and side letters thereto, and all notices of default and other material notices thereunder) relating to the Business Real Property to which the Transferred Entities are New Alkermes or any New Alkermes Group Entity is a party, all of which are identified in Section 3.6(b) of the Sellers Elan Disclosure Letter Schedule and each of which is valid and in full force and effect. With respect to the Business Real Property owned by the Transferred Entities (the “Owned Real Property”), except as set forth in Section 3.6(a) of the Sellers Disclosure Letter, the applicable Transferred Entity has good and marketable title in fee simple to such property subject only to Permitted Liens. There are no pending or, to the Knowledge of SellersElan, threatened condemnation proceedings relating to any Business Real Property for which written notice has been received by the Transferred EntitiesProperty. To the Knowledge of Sellers, except Except as set forth in on Section 3.6(a3.6(b)(ii) of the Sellers Elan Disclosure Letter and except pursuant to this AgreementSchedule, no Person has any rightthe construction, option, lease, license, right of first refusal or any other Contract with respect to the purchase, assignment, possession, use or transfer of all or a portion of the Owned Real Property. To the Knowledge of Sellers, no Owned Real Property encroaches upon adjoining real estate. The ownership, occupancy, use and operation of the Business Real Property has complied and complies in all material respects with all applicable Laws, including but not limited to planning, zoning or use Laws, including the Irish Planning Acts 2000-2010 or comparable legislation, and Sellers have received there are no written, or to the Knowledge of Sellers, oral, notice of any material defaults by the Transferred Entities Elan or any of its Subsidiaries in respect of the Business Real Property in complying with the requirements of any notice received from a Governmental Entity Authority under any such Laws. Except as disclosed in Section 3.6(b3.6(b)(iii) of the Sellers Elan Disclosure LetterSchedule, none of the properties owned or leased by the Transferred Entities New Alkermes or any New Alkermes Group Entity or otherwise used in the Business is shared by the Business, on the one hand, and the other businesses, divisions or Subsidiaries of ParentElan or any Continuing Affiliate, on the other hand. (c) The buildings, structures and improvements on each Business Real Property are in all material respects in reasonable operating condition and repair, are structurally sound and free of material defects, with no material alterations or repairs required under applicable Law and are suitable in all material respects for their current use, operation and occupancy. (d) All fixtures and mechanical systems located at Following the Reorganization immediately prior to the Closing, the Business Real Property are currently in good working order except for ordinary wear and tear and for fixtures and mechanical systems under repair or out of service in the ordinary course of business. (e) The assets, properties and rights of the Transferred Entities Assets will constitute all of the assets (other than (i) the Excluded Assets, Assets and (ii) services to be provided pursuant to the applicable Ancillary Agreements, and (iii) the services excluded under Part I(b) (Excluded IT Services) of Schedule 2 of Exhibit ATransition Services Agreement) necessary to own and operate the Business in the manner being conducted as of the date hereof. The Transferred Entities Elan and its Subsidiaries collectively own or lease, or otherwise have good and valid rights to, and following the Reorganization and through the Closing, New Alkermes and the New Alkermes Group Entities collectively will own or lease, or otherwise have good and valid rights to, all material Business Assets, except for the Excluded Assets and as would not, individually or in the aggregate, have or reasonably be expected to have a Business Material Adverse Effect. Following the Reorganization and immediately prior to the Effective Time, New Alkermes and the New Alkermes Group Entities collectively shall not own or hold any Excluded Assets, and shall not own or hold any assets, properties and other rights or be subject to any Liabilities, not related to the Business, other than the Additional Assets and the Intellectual Property Rights transferred to a New Alkermes Group Entity by Alkermes pursuant to the IP Transfer Agreement.

Properties; Sufficiency. (a) With the exception of (i) properties disposed of since the Balance Sheet Date December 31, 2006 in the ordinary course of businessbusiness consistent with past practice, (ii) the Excluded Assets, and (iii) the Liens set forth in Section 3.6(a) of the Sellers Disclosure Letter, which (other than Permitted Liens) will be released prior to or at Closing, the Transferred Entities have each Business Entity has good and marketable title to, or a holds by valid and existing lease or license tolicense, free and clear of all Liens other than Permitted Liens, each piece of material real and material personal property capitalized on or included in the Business Balance Sheet (or for and each piece of material real and personal property acquired by the any Business Entity since the date of the Business Balance Sheet, Sheet that would have beenwould, had it been acquired prior to such date, be capitalized on or included in the Business Balance Sheet. Schedule 3.5(a) and each other piece of real and material personal property used or held for use in to the Business. All documents necessary to prove such title are in the possession or under the control of the Transferred Entities, copies of which have been made available to Purchasers. (b) Section 3.6(b) of the Sellers Seller Disclosure Letter sets forth a list of all the real property owned or leased by the Transferred Entities in connection with any of the Business Entities (the “Business Real Property”)) material to the Business. Sellers have Prior to the date hereof, Seller has made available to Buyer correct and complete copies of all material leases and subleases (including all material amendments, modifications and side letters thereto, and all notices of default and other material notices thereunder) relating to the Business Real Property material to the Business to which any of the Transferred Business Entities are is a party, and all of which such material leases and subleases are identified in Section 3.6(bon Schedule 3.5(a) of the Sellers Disclosure Letter and each of which is valid and in full force and effect. With respect to the Business Real Property owned by the Transferred Entities (the “Owned Real Property”), except as set forth in Section 3.6(a) of the Sellers Seller Disclosure Letter, the applicable Transferred Entity has good and marketable title it being understood that for purposes of this sentence, “material” shall mean any lease or sublease with total future payments in fee simple to such property subject only to Permitted Liensexcess of $1,000,000. There are no pending or, to Seller’s or the Knowledge of SellersCompany’s knowledge, threatened condemnation proceedings relating to any Business Real Property for which written notice has been received by the Transferred Entities. To the Knowledge of Sellers, except as set forth in Section 3.6(a) of the Sellers Disclosure Letter and except pursuant to this Agreement, no Person has any right, option, lease, license, right of first refusal or any other Contract with respect to the purchase, assignment, possession, use or transfer of all or a portion of the Owned Real Property. To the Knowledge of Sellers, no Owned Real Property encroaches upon adjoining real estate. The ownership, occupancy, use and operation of the Business Real Property has complied and complies in all material respects with all applicable Laws, including but not limited to planning, zoning or use Laws, and Sellers have received no written, or to the Knowledge of Sellers, oral, notice of any material defaults by the Transferred Entities in respect of the Business Real Property in complying with the requirements of any notice received from a Governmental Entity under any such LawsBusiness. Except as disclosed in Section 3.6(bon Schedule 3.5(a) of to the Sellers Seller Disclosure Letter, none of the Business Real Property material to the Business or any properties owned or leased by the Transferred Entities Seller or otherwise used in the Business any Continuing Affiliate is shared by the Businessany Business Entity, on the one hand, and the other businesses, divisions Seller or Subsidiaries of Parenta Continuing Affiliate, on the other hand. (cb) The buildingsImmediately following the Closing, structures and improvements on each Business Real Property are in all material respects in reasonable operating condition and repair, are structurally sound and free of material defects, with no material alterations or repairs required under applicable Law and are suitable in all material respects for their current use, operation and occupancy. (d) All fixtures and mechanical systems located at the Business Real Property are currently in good working order except for ordinary wear and tear and for fixtures and mechanical systems under repair Entities will own, lease or out have a valid license to use all of service in the ordinary course of business. (e) The assets, properties and rights of the Transferred Entities constitute all of the assets (other than (i) the Excluded Assets, (ii) services to be provided pursuant to the applicable Ancillary Agreements, and (iii) the services excluded under Part I(b) (Excluded IT Services) of Schedule 2 of Exhibit A) necessary to own operate the Business as heretofore conducted and such assets, properties and rights are sufficient in all material respects to operate the Business in the manner being conducted as heretofore operated, including all assets and properties reflected on the Business Balance Sheet and assets and properties acquired since the date of the Business Balance Sheet in the conduct of the Business (except for properties disposed of in the ordinary course of business since the date hereofof the Business Balance Sheet). The Transferred Entities collectively own or lease, or otherwise have good and valid rights to, all material assets, properties and other rights related Except as set forth on Schedule 3.5(b) to the BusinessSeller Disclosure Letter, following the Closing neither Seller nor any Continuing Affiliate will have any ownership interest in or right to use any asset described in the preceding sentence.