Assets; Services; Title. The assets (real, personal, mixed, tangible or intangible) constituting the Citigroup Contributed Assets, and the benefits, services and intercompany arrangements to be provided under the other Transaction Documents, constitute all of the assets, benefits, services and intercompany arrangements used in, necessary in any material respect for the conduct of, or otherwise material (individually or in the aggregate) to, the Citigroup Contributed Business as presently conducted and as conducted in generating the Financial Statements of the Citigroup Contributed Business. Immediately after the Closing, taking into account the benefits, services and intercompany arrangements to be provided under the other Transaction Documents, the Company Entities will have good and marketable title to, or have good title pursuant to a valid leasehold interest in or have a valid right to use or occupy, all of the assets (real, personal, mixed, tangible or intangible), and will have valid rights to demand and receive all benefits, services and intercompany arrangements (on substantially the same terms), used in, necessary for the conduct of, or otherwise material to, the Citigroup Introducing Business as presently conducted and as conducted in generating the Financial Statements of the Citigroup Contributed Business (taking into account that such business as presently conducted is not a stand-alone introducing brokerage business), including the Citigroup Introducing Assets shown on the Financial Statements of the Citigroup Contributed Business and all of the Contributed Real Property of Citigroup, free and clear of any Liens, except for Permitted Liens or as would not reasonably be expected to result in a Material Adverse Effect on the Citigroup Introducing Business.
Assets; Services; Title. Except as set forth in such Party’s Disclosure Letter (and giving effect to the rights and services expressly contemplated to be provided to MUMSS and/or MSMS, as applicable, from and after the Closing under the Transaction Documents to which its Contributed Business is a party in accordance with their terms (such rights, “Rights under Related Agreements”)), such Party’s Contributed Assets taken together with the Rights under Related Agreements constitute all of the Assets used in or otherwise necessary for the conduct of such Party’s Contributed Business in all material respects, as presently conducted and as contemplated to be conducted as of the Closing and to perform its Material Contracts. Immediately after the Closing, MUMSS and MSMS, as applicable, will have good and marketable title to, or have a valid right to use or occupy, all of the Assets material to such Party’s Contributed Business, including all of the Assets shown on the Interim Pro Forma Financial Statements for such Party’s Contributed Business, in each case free and clear of any Liens, except for Permitted Liens, other than (A) Excluded Assets and (B) Rights under Related Agreements. All Rights under Related Agreements to be provided by such Party to MUMSS or MSMS shall be available to MUMSS or MSMS, as applicable, from and after the Closing at a level that is substantially comparable to the level of such rights as were available to such Party’s Contributed Business on the date hereof and the Balance Sheet Date, on the same or substantially comparable terms, subject only to the transitional terms of the relevant Transaction Documents. There are no circumstances which would be reasonably expected to result in a Lien arising over its Contributed Assets in favor of a Third Party (other than Permitted Liens) or any Governmental Authority expropriating any of its Contributed Assets, in each case that would be reasonably expected to have a Material Adverse Effect on such Party’s Contributed Business.
