Title; No Activities Clause Samples

Title; No Activities. (a) Seller has good, valid, and marketable title to each of the Transferred Assets, in each case, free and clear of all Liens (other than Permitted Liens), and is in possession of or has control over such Transferred Assets. (b) Seller and its Affiliates have not marketed, commercialized, distributed, or sold any of the Products at any time prior to the Closing Date. (c) The Transferred Inventory is of a quality and quantity usable in the ordinary course of business consistent with past practice, except in each case for excess, damaged, obsolete, or expired items (which, for the avoidance of doubt, are deemed Excluded Assets). (d) The Transferred Assets constitute all of the assets of Seller used or created by Seller as of the Closing Date in the Exploitation of any Product or Platform or that are controlled by Seller and would reasonably be expected to be used by Seller in the Exploitation of any Product or Platform. (e) [***].