(b)Except for the Membership Interests, there is no: (i) outstanding option, warrant or right to acquire from the Company any equity securities of the Company; or (ii) outstanding security of the Company that is convertible into any equity securities of the Company.
(c)At Closing the Company’s assets, whether consisting of tangible assets or intangible assets to which it has good title (subject only to Permitted Encumbrances), and/or of valid and subsisting contract rights, are all of the assets used by the Seller Parties or the Company to conduct the Business in the ordinary course in substantially the manner conducted by the Seller Parties or the Company since August 1, 2016, including, without limitation, all notebooks, records, safety data, lab books, and similar historical documentation associated with the Products that have been in the possession or control of any Seller Party since August 1, 2016.
2.3Financial Statements. The Company has made available to Purchaser (a) the unaudited balance sheets of the Seller as of December 31, 2016 and the related statements of income and statements of cash flows or the year ended December 31, 2016; and (b) the unaudited balance sheets of the Seller as of June 30, 2017 (the “Seller Balance Sheets”) and the related unaudited statements of income and statements of cash flows for the six months ended June 30, 2017 (the “Balance Sheet Date”) (collectively, the “Seller Financial Statements”). The Seller Financial Statements (a) fairly present in all material respects and in accordance with GAAP the financial condition of the Seller as of the dates indicated therein and the results of operations and cash flows of the Seller for the periods indicated therein, except that the unaudited Seller Financial Statements are subject to normal year-end audit adjustments and do not contain footnotes, and (b) contain sufficient detail to show the results of the Business separate from overall results of the Seller and ATI.
2.4Absence of Changes. [***] each of Seller and the Company has conducted the Business in the ordinary course consistent with past practice and except for the transfer of assets and liabilities to the Company from Seller, there has not occurred (a) any event that has had a Company Material Adverse Effect; (b) any acquisition, sale or transfer of any material asset of Company other than in the ordinary course of business; or (c) any amendment to the Company’s organizational documents.
2.5Absence of Undisclosed Liabilities. The Company has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) of the type required to be reflected in the liabilities column of a balance sheet prepared in accordance with GAAP other than: (a) those set forth or adequately provided for in the Company Balance Sheet; (b) those incurred in the ordinary course of business since the Balance Sheet Date; and (c) liabilities under or incurred in connection with this Agreement and the Transactions.
2.6Tangible Personal Property and Inventory.
(a)The Company has good title to all of the material items of tangible personal property (other than Inventory) reflected on the Company Balance Sheet as owned by the Company, except for assets disposed of since the Balance Sheet Date in the ordinary course of business, and all tangible personal property owned by the Company is owned free and clear of all Encumbrances, except for: (a) liens that are listed on Part 2.6(a) of the Disclosure Schedule, none of which shall materially detract from the value, or materially interfere with the present use, of the Company’s tangible personal property considered as a whole; and (b) liens for Taxes not yet due and payable or liens for Taxes being contested in good faith and for which adequate reserves have been made ((a) and (b) together, “Permitted Encumbrances”). The tangible personal property of the Company is in good repair and working order, except as would not, individually or in the aggregate, have a Company Material Adverse Effect.
[*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.