Common use of Assets; Services; Title Clause in Contracts

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. 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 Contributed 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)Business, including the Citigroup Introducing Assets 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 Contributed Business.

Assets; Services; Title. The assets (real, personal, mixed, tangible or intangible) constituting the Citigroup Morgan Stanley 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 Morgan Stanley Contributed Business as presently conducted and as conducted in generating the Financial Statements of the Citigroup Morgan Stanley 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 Morgan Stanley Introducing Business as presently conducted and as conducted in generating the Financial Statements of the Citigroup Morgan Stanley Contributed Business (taking into account that such business as presently conducted is not a stand-alone introducing brokerage business), including the Citigroup Morgan Stanley Introducing Assets shown on the Financial Statements of the Citigroup Morgan Stanley Contributed Business and all of the Contributed Real Property of CitigroupBusiness, 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 Morgan Stanley Introducing Business.

Assets; Services; Title. The assets (real, personal, mixed, tangible or intangible) constituting the Citigroup Mxxxxx Sxxxxxx 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 Mxxxxx Sxxxxxx Contributed Business as presently conducted and as conducted in generating the Financial Statements of the Citigroup Mxxxxx Sxxxxxx 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 Mxxxxx Sxxxxxx Contributed Business as presently conducted and as conducted in generating the Financial Statements of the Citigroup Mxxxxx Sxxxxxx Contributed Business (taking into account that such business as presently conducted is not a stand-alone introducing brokerage business)Business, including the Citigroup Introducing Assets assets shown on the Financial Statements of the Citigroup Mxxxxx Sxxxxxx Contributed Business and all of the Contributed Real Property of CitigroupMxxxxx Sxxxxxx, 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 Mxxxxx Sxxxxxx Contributed Business.

Assets; Services; Title. The assets (real, personal, mixed, tangible or intangible) constituting the Citigroup Xxxxxx Xxxxxxx 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 Xxxxxx Xxxxxxx Contributed Business as presently conducted and as conducted in generating the Financial Statements of the Citigroup Xxxxxx Xxxxxxx 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 Xxxxxx Xxxxxxx Contributed Business as presently conducted and as conducted in generating the Financial Statements of the Citigroup Xxxxxx Xxxxxxx Contributed Business (taking into account that such business as presently conducted is not a stand-alone introducing brokerage business)Business, including the Citigroup Introducing Assets assets shown on the Financial Statements of the Citigroup Xxxxxx Xxxxxxx Contributed Business and all of the Contributed Real Property of CitigroupXxxxxx Xxxxxxx, 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 Xxxxxx Xxxxxxx Contributed Business.