Common use of Assets Clause in Contracts

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Other than the Excluded Assets, the right, title and interest of Seller and its Affiliates in the Transferred Assets are constitute all of the Assets of Seller and its Affiliates owned by or held by, used or intended for use, leased, licensed, accrued, reserved, allocated or incurred in connection with the Sellers conduct of any Specified Business in all material respects as currently conducted and, immediately after the Closing, shall be sufficient for Buyer to continue to operate and their Affiliates free and clear of conduct such Specified Business in all Liensmaterial respects as currently conducted. At the Closing (after giving effect to the Transaction), except for Permitted Liens. The Sellers Buyer or their Affiliates its designated Affiliate will have good and marketable title toto (or in the case of Transferred Assets that are leased, or a valid leasehold interest interests in) the Transferred Assets free and clear of any Encumbrances, all other than Permitted Encumbrances (or in the case of the Transferred AssetsInvestments, Encumbrances under the Investment Documents), and those created by Buyer or its Affiliates. (b) Except for The Shared Assets and Liabilities are the services provided under the Companion Agreements only Assets and general centralized administrative and corporate functions, as Liabilities of Seller or any of its Affiliates that Relate to both of the date hereof the Transferred Assets collectively constituteSpecified Businesses or to any Specified Business and any other business of Seller or its Affiliates, and as including any part of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectivelyFriendco Business. (c) All items The Friendco Transferred Assets are the only Assets that are Primarily Related to the Cable Systems being purchased by Friendco. None of Tangible Personal Property and buildingsthe Friendco Transferred Assets are Primarily Related to any Specified Business except to the extent Buyer has otherwise so consented. Other than the Friendco Transferred Assets, plants, improvements and other assets included in the Transferred Assets and the Excluded Assets, there are no Assets of Seller or any of its Affiliates Related to the Business. (id) are in good operating condition Schedule 3.20(d) of the Seller Disclosure Schedule sets forth a true and in a state complete list of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred material Assets Related to each Specified Business owned, held by, leased or licensed by any Subsidiary of Seller that is in the possession of the Sellers or their Affiliatesnot a Debtor. (ie) No individual identified in Other than the definition Tele-Media Entities, the Transferred Investments and the wholly owned Subsidiaries of “Knowledge Seller and as set forth on Schedule 3.20(e) of the Sellers” has received written notice that Seller Disclosure Schedule, Seller and its Affiliates have no Equity Security in any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) Person which holds Assets Primarily Related to the Knowledge of operations and business conducted by the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other PersonCable Systems.

Assets. Seller has good and marketable title to (aor, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Transferred Assets are owned by (other than Real Property, as to which the Sellers representations and their Affiliates warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, free and clear of all LiensEncumbrances of any kind or nature, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in(a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the Transferred Assets. Closing, (b) Except for Permitted Encumbrances, and (c) restrictions stated in the services provided under the Companion Agreements and general centralized administrative and corporate functions, as Governmental Permits. None of the date hereof Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the Transferred Assets collectively constituteassets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, and as none of the date immediately prior to Equipment is leased from any other Person. The Assets, together with the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constituteExcluded Assets, are all of the assets, properties, rights and interests necessary to permit the LLC to conduct the Business and to operate the Business System substantially as it is currently being conducted and operated and in the manner operated by the Sellers from December 31material compliance with all applicable Legal Requirements, 2012 through the date of this Agreement Seller Contracts and Governmental Permits as of immediately prior to the Closing Date, respectively. (c) Closing. All items of Tangible Personal Property and buildings, plants, improvements and other assets included the Equipment listed in the Transferred Assets (i) are SCHEDULE 5 is in good operating condition and in a state of good maintenance and repair consistent with current industry standardsrepair, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice excepted and (iii) conform in all material respects to all Laws applicable thereto. Except is suitable and adequate for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their continued use in the Business does notmanner in which it is presently used. To Seller's knowledge, otherwise infringeno Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, violate no restoration, repaving, repair or misappropriate other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the Intellectual Property requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other Personthan Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) years.

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 2015 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (d) (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. Subject to the terms and conditions of this Agreement (a) The Transferred and in particular subject to Section 2.1.5 as relates to the French Assets), at the Closing, or in connection with those Assets which are transferred in accordance with provision of Article 5 at any later date referred to or provide in such Article 5, the Purchaser shall and shall cause the other relevant Designated Purchasers to purchase or be assigned and assume from the relevant Designated Sellers (the name of which is set forth in Schedule 1.1), and the Seller shall and shall cause the other relevant Designated Sellers to transfer or assign to the relevant Designated Purchasers, the Shares and all of the Seller’s and such Designated Seller’s rights, title and interest in and to the following assets (such assets of any such Designated Seller are referred to herein as the “Designated Country Assets” and all Designated Country Assets are owned by collectively referred to herein as the Sellers and their Affiliates “Assets”), free and clear of all Liens, except for Liens other than the Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets.: (b1) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, Inventory as of the date hereof Closing Date; (2) the Transferred Assets collectively constitute, and Owned Equipment as of the date immediately Closing Date; (3) the rights of the Seller or any other Designated Seller arising after the Closing Date under the contracts pursuant to which the Leased Equipment are leased to the Designated Sellers as of the Closing Date, subject to the other party (parties) to such contracts having consented to the assignment thereof; (4) the rights under the Seller Contracts arising after the Closing Date (but including all rights under invoices issued after the Closing Date in connection with Nortel Products or Nortel Services sold or delivered prior to the Closing Date or for work performed prior to Closing); (5) the Business Information, subject to Section 2.1.2(4); (6) the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or subject to the use Seller’s right to retain copies of such Third Party Transferred Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of (including source codes relating thereto); and (7) any other Person; and (ii) all assets to be transferred to the Knowledge Designated Purchasers in accordance with the provisions of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other PersonArticle 5.

Assets. (a) The Transferred Assets are Section 4.10 of the Company Disclosure Letter sets forth a true, correct and complete list of all real property (i) owned or leased by the Sellers and their Affiliates free and clear Company or a Subsidiary, (ii) as to which the Company or a Subsidiary has a written license, easement or right of all Liensway to use, (iii) as to which the Company or a Subsidiary has the option to purchase, lease, license or acquire an easement or right of way pursuant to a written agreement or (iv) in which the Company or a Subsidiary has any other interest, except for Permitted Lienssuch real property interest which the loss of, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. The Sellers or their Affiliates have good real property, improvements, equipment and marketable title to, personal property held under lease by any of the Company or a Subsidiary are held under valid leasehold interest inand enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such Subsidiary, and the Company or such Subsidiary enjoys peaceful and undisturbed possession under all of the Transferred Assetsleases pursuant to which it holds any real property, improvements, equipment or personal property. (b) Except for the services provided under the Companion Agreements The buildings, fixtures and general centralized administrative and corporate functions, as equipment of the date hereof the Transferred Assets collectively constitute, Company and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) its Subsidiaries are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, (ordinary wear and tear excepted) and are adequate for the uses to which they are being put. (c) Each of the Company and its Subsidiaries has good and valid title to all the properties and assets reflected as owned on the most recent consolidated balance sheet of Company and its Subsidiaries, taken as a whole, included in the SEC Reports or purported to have been acquired by the Company or any of its Subsidiaries since such date (ii) are usable other than inventory sold, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included Company and its Subsidiaries), in the Transferred Assets is in the possession each case free and clear of the Sellers or their Affiliatesall liens and other encumbrances. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are owned by Except as disclosed or reserved against in the Sellers Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have good and their Affiliates marketable title, free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, to all of their respective Assets. All tangible properties used in the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as businesses of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) Seller Entities are in good operating condition and in a state of good maintenance and repair consistent with current industry standardscondition, ordinary reasonable wear and tear excepted, (ii) and are usable in the ordinary course of business consistent with Seller’s past practice practices. (b) All Assets which are material to Seller’s business and which are held under leases or subleases by any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, and each such Contract is in full force and effect. (c) Section 5.12(c) of the Seller Disclosure Memorandum lists (i) all real property owned by Seller or any Subsidiary and the owner and location of the property (the “Owned Real Property”); (ii) all leases, subleases, licenses or other contracts pursuant to which Seller or any of its Subsidiaries lease land and/or buildings, together with the real property rights (including security deposits), benefits and appurtenances pertaining thereto and rights in respect thereof, including ground leases (the “Real Property Leases”) (including identifying which entity is the party to each such agreement, and the location of the applicable property) and (iii) conform all leases, subleases, licenses or other use agreements between Seller or any of its Affiliates, as landlord, sublandlord or licensor, and third parties with respect to Owned Real Property or Leased Premises, as tenant, subtenant or licensee (“Tenant Leases”) (including identifying which entity is the party to each such agreement and the location of the applicable property). All such documentation (including all material amendments, modifications, and supplements thereto) has been made available to Buyer on or prior to the date hereof. (d) Either Seller or one of its Subsidiaries (in each instance identified on Section 5.12(c) of the Seller Disclosure Memorandum) (i) has good and indefeasible title to all Owned Real Properties, free and clear of all Liens, and (ii) has a valid and binding leasehold interest in all parcels of real property leased to Seller or one of its Subsidiaries pursuant to the Real Property Leases (the “Leased Premises”), free and clear of all Liens on the leasehold estate, and is in sole possession of the properties purported to be leased thereunder, subject and pursuant to the terms of the Real Property Leases. Since December 31, 2013, none of the Leased Premises or Owned Real Property has been taken by eminent domain (or, to the Knowledge of Seller, is the subject of a pending or contemplated taking which has not been consummated). The Owned Real Properties and Leased Premises constitute all interests in real property currently used, occupied or held for use in connection with the business of Seller and the Subsidiaries, as the business is currently conducted. (e) Subject to the Tenant Leases, if applicable, no Person other than Seller and its Subsidiaries has (or will have, at Closing) (i) any right in any of the Owned Real Property or any right to use or occupy any portion of the Owned Real Property or (ii) any right to use or occupy any portion of the Leased Premises. To Seller’s Knowledge, all buildings, structures, fixtures and appurtenances comprising part of the Owned Real Property are in material compliance with all zoning and other governmental requirements and are in good operating condition and not in current or imminent need of capital repairs in excess of $25,000 and are sufficient for the purposes to which they are used in the conduct of Seller’s and its Subsidiaries’ business. Seller and its Subsidiaries do not use in their businesses any real property other than the Owned Real Property and the Leased Premises. (f) Each of the Real Property Leases and each of the Tenant Leases is in full force and effect, without amendment and, to the Knowledge of Seller, there exists no default or event of default or event, occurrence, condition or act, with respect to Seller or any of its Subsidiaries or with respect to the other parties thereto, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder. (g) Seller and its Subsidiaries have operated the Owned Real Property and the Leased Premises, and the continued operation of the Owned Real Property and the Leased Premises in the manner it is used in Seller’s and its Subsidiaries’ business will be, in accordance in all material respects with all applicable Laws. Prior to the date hereof, Seller has provided to Buyer a true, correct and complete copy of each Real Property Lease, Tenant Lease, title policy, survey, environmental report, and any other property condition report related to the Owned Real Property or Leased Premises, in each instance to the extent in the possession of Seller or any Subsidiary. (h) Except as would not be material to Seller, (i) subject to any applicable lease under which Seller and its Subsidiaries lease Personal Property (as defined below), Seller and its Subsidiaries have good, valid and marketable title to all Laws applicable thereto. Except for of the Subject Equipment personal property of Seller and equipment its Subsidiaries consisting of the trade fixtures, shelving, furniture, on-premises ATMs, equipment, security systems, safe deposit boxes (exclusive of contents), vaults, sign structures and supplies excluding any items consumed or property held by the Sellers’ customersdisposed of, repair and service providers but including new items acquired, used or others obtained in the ordinary course of business consistent with past practices, all the operation of the Tangible business of Seller and its Subsidiaries (“Personal Property”) and (ii) each of the leases under which Seller or any of its Subsidiaries lease Personal Property included is valid, and in full force and effect, without default thereunder by the Transferred Assets is in lessee or, to the possession Knowledge of Seller, the Sellers or their Affiliateslessor. (i) No individual identified The Seller Entities currently maintain insurance that is, in the definition of “Knowledge light of the Sellers” Seller Entities’ operations, commercially reasonable in amount, scope and coverage. None of the Seller Entities has received written notice from any insurance carrier, including in relation to its directors and officers insurance policy, that (i) any Third Party Intellectual Propertypolicy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding $10,000 individually or in the Knowledge aggregate pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Seller and each Seller Entity has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. Seller has made no claims, and no claims are contemplated to be made, under its errors and omissions insurance or blanket bond. (j) The Assets of the Sellers, excluding Seller Entities include all Assets required to operate the Third Party Intellectual Property, business of the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other PersonSeller Entities as presently conducted.

Assets. (ai) The Except for any Assets identified in Schedule ‎1.4(e) as an EB Transferred Asset or an ET Transferred Asset and except for properties, interests, Assets, services and rights that are the subject of Consents as set forth on Schedule ‎3.1(e) and which may not be delivered as of the Closing Date, EB Splitco and ET Splitco each have in all material respects access to and use of, or will have access to and use of as of the Closing Date, all EB Transferred Assets and ET Transferred Assets including (A) good and marketable fee simple title to, or a valid and binding leasehold interest in, the real property they own or lease that are owned by included in the Sellers EB Transferred Assets or the ET Transferred Assets and their Affiliates (B) good title to the personal tangible property they own or lease that are included in the EB Transferred Assets or the ET Transferred Assets, in each case free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (bii) Except for Intellectual Property, which is addressed in Section 3.1(k)(iii), immediately following the services provided under Closing the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the EB Transferred Assets collectively constituteand the ET Transferred Assets, together with the Assets or services for which provision for access thereto is otherwise made in this Agreement, in the Transaction Documents (taking into account each such Asset only to the extent to which such access is so provided to the EB Group or the ET Group following the Closing) or in any other Contract, arrangement or understanding between DISH and its Subsidiaries, on the one hand, and as of EchoStar and its Subsidiaries, on the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constituteother hand, all of the assets, properties, rights and interests necessary to operate the Business remaining in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to effect following the Closing Date, respectivelyincluding those Assets already possessed by a member of the EB Group or the ET Group, constitute all the Assets necessary to conduct the EB Business and the ET Business in the same manner as which the EB Business and the ET Business are being conducted or contemplated to be conducted on the date hereof by EchoStar and its Subsidiaries in all material respects. (ciii) All items of Tangible Personal Property and buildingsExcept as would not, plants, improvements and other assets included individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, (A) the tangible EB Transferred Assets (i) and the ET Transferred Assets are in good operating condition and in a state of good maintenance and repair consistent with current industry standardscondition, ordinary reasonable wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iiiB) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment plants, buildings, structures and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property other improvements included in the EB Transferred Assets is and ET Transferred Assets are structurally sound, free of defects and with no material alterations or repairs required thereto under Applicable Law or insurance company requirements, have access to public roads or valid easements for such ingress and egress and have access to water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection and drainage and other similar systems and facilities, in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or each case as necessary to permit the use of such Third Party Intellectual Property plants, buildings and structures in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge operation of the SellersEB Business and the ET Business as conducted on the date hereof. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (iv) neither EchoStar nor any of its Subsidiaries has: (A) experienced any material interruption in the provision of services to customers at the Data Centers or (B) experienced any material security breaches at any of the Data Centers. (v) Except for any Assets identified in Schedule ‎1.4(e) as an EB Transferred Asset or an ET Transferred Asset, excluding neither HSSC nor any of its Subsidiaries (other than the Third Party Intellectual Property, the other EB Group) own any EB Transferred Assets do not, or ET Transferred Assets (disregarding ‎Section 1.4(b)(ix) and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property ‎Section 1.4(d)(ix) for purposes of any other Personthis ‎Section 3.1(p)(v)).

Assets. (a) 3.9.1 The Transferred attached Assets are owned by the Sellers and their Affiliates free and clear Schedule contains a list of all Liensof the properties and assets, except for Permitted Lienstangible or intangible, used by AAG wherever located or shown on the Latest Balance Sheet (the "Assets"). The Sellers or their Affiliates have Except as set forth on the attached Assets Schedule, AAG has good and valid marketable title to, or a valid leasehold interest in, or a valid license to use, the Assets, free and clear of all Liens except for those of Callaway Golf. 3.9.2 Except as set forth on the attached Assets Schedule, all of AAG's buildings, equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the ordinary course of AAG's business as presently conducted and as presently proposed to be conducted. All such assets have been installed and maintained in accordance with all applicable laws, regulations and ordinances. 3.9.2.1 The Intellectual Property currently used by AAG constitutes all of the Transferred AssetsIntellectual Property necessary in the conduct of the businesses of AAG, and there are no other items of Intellectual Property that are material to AAG or its business. 3.9.2.2 With respect to any license and sublicenses for Intellectual Property licensed or sublicensed to AAG: (bi) Except for such license or sublicense is valid and binding and in full force and effect and represents the services provided under entire agreement between the Companion Agreements respective licensor and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior licensee with respect to the Closing Date subject matter or such license of sublicense; (ii) the Transferred rights of AAG, in or to any Intellectual Property owned by or licensed to AAG do not conflict with or infringe on the right of any other Person. 3.9.3 Except as set forth on the attached Assets (as may be adjusted pursuant Schedule, AAG owns, has a valid leasehold interest in, or has a valid license to Section 5.08) collectively will constituteuse, all of the assets, propertiesproperties and rights, rights and interests (including water rights) whether tangible or intangible, necessary to operate for the Business in the manner operated by the Sellers from December 31, 2012 through the date conduct of this Agreement its business as presently conducted and as of immediately prior presently proposed to the Closing Date, respectivelybe conducted. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Seller has, and at the Closing Seller will Transfer to Buyer, (i) fee simple title to, or, subject to the expiration of any Real Property Leases in the Ordinary Course, a valid and binding leasehold interest in, the Leased Real Property, as applicable, and (ii) good title to, or has a valid leasehold interest in or valid rights under Contract to use, the Transferred Assets are owned by the Sellers and their Affiliates Assets, in each case free and clear of all LiensEncumbrances, except for Permitted Liens. The Sellers or their Affiliates have Encumbrances. (b) Upon the Closing, Buyer shall acquire good and marketable valid title to, or a and in the case of any leased assets, valid leasehold interest interests in, all each of the Transferred Assets, in each case free and clear of Encumbrances other than Permitted Encumbrances, and except as expressly contemplated by the Transaction Documents or for consents required in respect of leased assets, no restrictions on the Transferred Assets (other than any restrictions created by Buyer or its Affiliates) shall restrict Buyer’s right to resell, license or sublicense any of the Transferred Assets. (bc) No Affiliate of Seller owns any asset that is material, individually or in the aggregate, to the operation of the Business as conducted or as currently proposed to be conducted, that would constitute a Transferred Asset pursuant to Section 2.1 if such asset was held by Seller. (d) Except for the Excluded Seller Leased Property and the services provided under the Companion Agreements and general centralized administrative and corporate functions, as assets listed on Section 3.11(d) of the date hereof Seller Disclosure Letter, the Transferred Assets collectively constituteAssets, when taken together with the Seller Services, constitute all the assets, properties and rights (in each case, other than Intellectual Property Rights) of Seller necessary and sufficient to conduct the Business in all material respects as of the date currently conducted immediately prior to the Closing Date and, immediately after the Transferred Assets (as may be adjusted pursuant Closing, necessary and sufficient for Buyer to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary continue to operate and conduct the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliatesas currently conducted. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are owned by Except as set forth on Section 3.7(a) of the Sellers Disclosure Schedule, Seller or the applicable Seller Entity has, in all material respects, good and their Affiliates valid marketable title to, or a valid leasehold interest or license in, the tangible Acquired Assets, free and clear of all Liens, except for Permitted Liens. The Sellers Acquired Assets constitute all material tangible assets of the Seller Entities reflected on the balance sheet included on the Most Recent Financial Statements (other than assets purchased, acquired, sold, transferred, used or their Affiliates have consumed since the Most Recent Fiscal Quarter End in the Ordinary Course of Business and the assets specifically set forth on Section 3.7(a) of the Disclosure Schedule). This Section 3.7(a) does not apply to the Company Intellectual Property, which is exclusively addressed in Section 3.13 and the Intellectual Property License and Assignment Agreement. (b) Except as set forth on Section 3.7(b) of the Disclosure Schedule, each Acquired Company has, in all material respects, good and marketable title to, or a valid leasehold interest or license in, all the properties and assets (tangible and intangible) used by such Acquired Company, located at its premises or shown on the balance sheet included on the Most Recent Financial Statements or acquired after the date thereof (other than assets purchased, acquired, sold, transferred, used or consumed since the Most Recent Fiscal Quarter End in the Ordinary Course of Business and the assets specifically set forth on Section 3.7(a) of the Transferred AssetsDisclosure Schedule), free and clear of all Liens, except for Permitted Liens. This Section 3.7(b) does not apply to the Company Intellectual Property, which is exclusively addressed in Section 3.13 and the Intellectual Property Assignment and License Agreement. (bc) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as Assuming (i) receipt of the date hereof the Transferred Assets collectively constituteapprovals, authorizations, and as consents (and the filing of the date immediately prior notices and granting and issuances of licenses, orders, waivers, and permits) specifically identified in Section 3.7(c)(i) of the Disclosure Schedule and (ii) that Buyer independently were to have use of the assets or other items specifically set forth on Section 3.7(c)(ii) of the Disclosure Schedule, the Acquired Assets and the assets of the Acquired Companies, together with the services, assets (including Intellectual Property rights) and other rights and interests assigned, licensed, transferred, conveyed, delivered, or otherwise granted to Buyer pursuant to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constituteAncillary Agreements, are all of the assets, properties, properties and rights primarily used or held for use by the Seller Entities and interests necessary to operate the Acquired Companies in the operation of the Business and are sufficient for the continued conduct of the Business in all material respects after the Closing in the same manner operated as currently conducted by Seller and its Affiliates. Except as set forth on Section 3.7(c)(i) of the Sellers from December 31Disclosure Schedule or Section 3.7(c)(ii) of the Disclosure Schedule, 2012 through none of the date of this Agreement and as of immediately prior Excluded Assets are material to the Closing Date, respectivelyoperation of the Business. (cd) All items Except as set forth on Section 3.7(d) of Tangible Personal Property and the Disclosure Schedule, the material tangible assets (including the buildings, plantsmachinery and equipment) that are part of the Acquired Assets or are owned or leased by the Acquired Companies are free from material defects, improvements and other assets included have been maintained in the Transferred Assets (i) accordance with normal industry practice, are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary (subject to normal wear and tear exceptedtear) and are suitable for the purposes for which they are presently used. (e) Except as set forth in Section 3.7(e) of the Disclosure Schedule, (ii) are usable the inventory of the Seller Entities included in the ordinary course Acquired Assets and the inventory of business consistent with past practice the Acquired Companies consists of raw materials and (iii) conform supplies, manufactured and purchased products, work in all material respects to all Laws applicable thereto. Except for the Subject Equipment process and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practicesfinished goods, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Propertywhich is, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of Seller, useable and saleable in the SellersOrdinary Course of Business, excluding and none of which, to the Third Party Intellectual PropertyKnowledge of Seller, is slow-moving, damaged or defective, subject in each case to the Inventory Reserve Amount. Except as set forth in Schedule 3.7(e), since January 1, 2017, the other Transferred Assets do notinventory of each Seller Entity relating to the Business and the inventory of the Acquired Companies have been purchased, produced, marketed and their use sold in the Business does notOrdinary Course of Business. Notwithstanding anything in this Agreement to the contrary, otherwise infringethe representations and warranties set forth in this Section 3.7(e) are the sole and exclusive representations and warranties made by Seller with respect to inventory, violate or misappropriate including the Intellectual Property sufficiency of any other Personthe Inventory Reserve Amount.

Assets. (a) The Transferred Assets 6.1 All the assets included in the Accounts or acquired after the Accounts Date as well as all the assets used in the business of the Companies: are legally and beneficially owned by the Sellers Companies free from any mortgage, charge, lien or other encumbrance; are not held subject to any agreement for lease, hire, hire purchase or sale on conditional or deferred terms; and their Affiliates free are in the possession or under the control of the Companies. In respect of any assets which are held under any agreement for lease, hire, hire purchase or sale on conditional or deferred terms, there has been no default by the Companies in the performance or observance of any of the provisions of such agreements. 6.2 So far as the Vendor is aware the office and clear other equipment used in connection with the business of the Companies is in satisfactory working order and has been regularly and properly maintained. 6.3 So far as the Vendor is aware no part of the amounts included in the Accounts or (in the case of an amount arising after the Accounts Date) in the books of the Companies as due from debtors is subject to any counter-claim or set-off nor has it been released on terms that any debtor pays less than the full book value of his debt or has been written off or has proved to any extent irrecoverable or is now regarded as irrecoverable. 6.4 The Companies do not own, use, require to use or otherwise have an interest in any patents, patentable or other inventions, trade marks, trade names, databases, registered designs, copyrights or other Intellectual Property. 6.5 The medical equipment used by LPC in its business is, subject to fair wear and tear, in all Liens, except for Permitted Liensmaterial respects in working order and is subject to enforceable valid and subsisting maintenance or service agreements. 6.6 The Property comprises the only freehold or leasehold or other immovable property in which the Companies have any interest or which are otherwise occupied or used by the Companies. The Sellers or their Affiliates have LPC is solely entitled at law and in equity to the Property and has a good and marketable title toto it. The Property is not subject to any mortgage, charge or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior other encumbrance. In relation to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property LPC has paid all sums due and has not received notice of any other Person; and (ii) to breach of covenants from the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Personlandlord.

Assets. (a) The Seller owns, licenses, leases or has the legal right to use all the properties and assets, including the Business Intellectual Property, the Transferred Assets are owned IP Agreements, the Leased Real Property and the Tangible Personal Property, constituting the Purchased Assets, and, with respect to contract rights, is a party to, enjoys the right to the benefits of all Contracts and other arrangements used or intended to be used by the Sellers Seller (as such relate to the Business) or in or relating to the conduct of the Business, all of which properties, assets and their Affiliates free and clear of all Liens, rights constitute Purchased Assets except for Permitted Liensthe Excluded Assets. The Sellers or their Affiliates have Except as set forth in Section 3.15(a) of the Disclosure Schedule, the Seller has good and marketable title to, or a or, in the case of leased Purchased Assets, valid and subsisting leasehold interest interests in, all the Purchased Assets, free and clear of the Transferred Assetsall Encumbrances, except Permitted Encumbrances. (b) Except for the services to be provided under the Companion Agreements licenses granted under Section 5.06 and general centralized administrative and corporate functions, as Section 2.01 of the date hereof Disclosure Schedule, the Transferred Purchased Assets collectively constituteconstitute all the material properties, assets and rights forming a part of, used, held or intended to be used in, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, such material properties, assets and rights as are necessary in the conduct of, the Business and interests necessary to operate generate the Business Income. The Purchased Assets, together with the licenses granted under Section 5.06, are sufficient to conduct the Business in substantially the same manner operated by as currently conducted, including to provide all material services required to be provided under the Sellers from December 31Customer Contracts. The Seller has caused the Purchased Assets to be maintained in accordance with good business practice, 2012 through and all the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Purchased Assets (i) are in good operating condition and in a state of good maintenance repair and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except suitable for the Subject Equipment purposes for which they are used and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliatesintended to be used. (ic) No individual identified Except as set forth in Sections 3.02, 3.11(b), 3.14(c), 3.15(a), Section 2.01 of the Disclosure Schedule and 3.15(c) of the Disclosure Schedule, the Seller has the complete and unrestricted power and unqualified right to sell, assign, transfer, convey and deliver the Purchased Assets to the Purchaser without any material penalty or other material adverse consequences. Except as set forth in Section 5.04(d) and Section 5.04(e), following the consummation of the transactions contemplated by this Agreement and the execution of the instruments of transfer contemplated by this Agreement, the Purchaser will own, with good, valid and marketable title, or lease, under valid and subsisting Leases, or otherwise acquire the interests of the Seller in the definition Purchased Assets, free and clear of “Knowledge any Encumbrances, other than Permitted Encumbrances, and without incurring any material penalty or other material adverse consequence, including any material increase in rentals, royalties, or license or other fees imposed as a result of, or arising from, the consummation of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Persontransactions contemplated by this Agreement.

Assets. (a) The Except as set forth in Section 3.09 of the Seller Disclosure Letter, the Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title toSubsidiaries have, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to at the Closing Date will have, good and valid title to all material assets reflected on the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constituteCompany Balance Sheet or thereafter acquired, all except those sold or otherwise disposed of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through since the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable Company Balance Sheet in the ordinary course of business consistent with past practice and (iiinot in violation of this Agreement, in each case free and clear of all Liens other than Permitted Liens. This Section 3.09(a) conform does not relate to Intellectual Property, which is the subject of Section 3.09(b), or to real property or interests in all material respects to all Laws applicable thereto. Except for real property, which is the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course subject of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their AffiliatesSection 3.10. (b) Section 3.09 of the Seller Disclosure Letter sets forth all trademarks, patents and applications therefor and copyrights used by the Transferred Subsidiaries in their respective businesses. Except as disclosed in Section 3.09 of the Seller Disclosure Letter, (i) No individual identified in the definition of “Knowledge of Transferred Subsidiaries own or have the Sellers” has received written notice that any Third Party Intellectual Property, or the right to use of such Third Party all material Intellectual Property ("COMPANY IP") used by any Transferred Subsidiary in the Businessits business or necessary to conduct its business as currently conducted, infringesfree of all Liens other than Permitted Liens, violates or misappropriates the Intellectual Property of any other Person; and (ii) as of the date of this Agreement, no order, decree, judgment, temporary restraining order or preliminary or permanent injunction has been rendered by any Governmental Entity, no Action is pending, and, to the Knowledge of Seller, no Action is threatened, that, in any such case, limits or challenges the Sellersownership, excluding use, validity or enforceability of any Company IP, and has or could reasonably be expected to have a Company Material Adverse Effect. (c) The assets, properties and rights of the Third Party Intellectual PropertyTransferred Subsidiaries as of the Closing Date constitute all material assets, properties and rights necessary for the conduct of the business of the Transferred Subsidiaries as currently conducted other than (i) as set forth in Section 3.09 of the Seller Disclosure Letter, (ii) assets of Seller or its Affiliates relating to the services currently provided by Seller and its Affiliates to the Transferred Subsidiaries as described in Section 7.07 of the Seller Disclosure Letter, (iii) the assets of Seller or its Affiliates relating to the services to be provided to the Transferred Subsidiaries under the Transitional Services Agreement, (iv) the Names and (v) cash and Company Forgiven Receivables. (d) Except as disclosed in Section 3.09 of the Seller Disclosure Letter, as of the date hereof, the other assets, properties and rights of the Transferred Assets do notSubsidiaries are free of all Liens (i) arising from judgments, decrees or attachments or (ii) for Taxes being contested in good faith and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Personby appropriate proceedings.

Assets. (ai) The Except for any Assets identified in Schedule 1.4(e) as an EB Transferred Asset or an ET Transferred Asset and except for properties, interests, Assets, services and rights that are the subject of Consents as set forth on Schedule 3.1(e) and which may not be delivered as of the Closing Date, EB Splitco and ET Splitco each have in all material respects access to and use of, or will have access to and use of as of the Closing Date, all EB Transferred Assets and ET Transferred Assets including (A) good and marketable fee simple title to, or a valid and binding leasehold interest in, the real property they own or lease that are owned by included in the Sellers EB Transferred Assets or the ET Transferred Assets and their Affiliates (B) good title to the personal tangible property they own or lease that are included in the EB Transferred Assets or the ET Transferred Assets, in each case free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (bii) Except for Intellectual Property, which is addressed in Section 3.1(k)(iii), immediately following the services provided under Closing the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the EB Transferred Assets collectively constituteand the ET Transferred Assets, together with the Assets or services for which provision for access thereto is otherwise made in this Agreement, in the Transaction Documents (taking into account each such Asset only to the extent to which such access is so provided to the EB Group or the ET Group following the Closing) or in any other Contract, arrangement or understanding between DISH and its Subsidiaries, on the one hand, and as of EchoStar and its Subsidiaries, on the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constituteother hand, all of the assets, properties, rights and interests necessary to operate the Business remaining in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to effect following the Closing Date, respectivelyincluding those Assets already possessed by a member of the EB Group or the ET Group, constitute all the Assets necessary to conduct the EB Business and the ET Business in the same manner as which the EB Business and the ET Business are being conducted or contemplated to be conducted on the date hereof by EchoStar and its Subsidiaries in all material respects. (ciii) All items of Tangible Personal Property and buildingsExcept as would not, plants, improvements and other assets included individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, (A) the tangible EB Transferred Assets (i) and the ET Transferred Assets are in good operating condition and in a state of good maintenance and repair consistent with current industry standardscondition, ordinary reasonable wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iiiB) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment plants, buildings, structures and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property other improvements included in the EB Transferred Assets is and ET Transferred Assets are structurally sound, free of defects and with no material alterations or repairs required thereto under Applicable Law or insurance company requirements, have access to public roads or valid easements for such ingress and egress and have access to water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection and drainage and other similar systems and facilities, in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or each case as necessary to permit the use of such Third Party Intellectual Property plants, buildings and structures in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge operation of the SellersEB Business and the ET Business as conducted on the date hereof. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (iv) neither EchoStar nor any of its Subsidiaries has: (A) experienced any material interruption in the provision of services to customers at the Data Centers or (B) experienced any material security breaches at any of the Data Centers. (v) Except for any Assets identified in Schedule 1.4(e) as an EB Transferred Asset or an ET Transferred Asset, excluding neither HSSC nor any of its Subsidiaries (other than the Third Party Intellectual Property, the other EB Group) own any EB Transferred Assets do not, or ET Transferred Assets (disregarding Section 1.4(b)(ix) and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property Section 1.4(d)(ix) for purposes of any other Personthis Section 3.1(p)(v)).

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the applicable Closing Date the applicable Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business (or applicable portion thereof) in the manner operated by the Sellers from December 31, 2012 2015 through the date of this Agreement and as of immediately prior to the applicable Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (d) (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) Each and all of the Sellers’ mining exploration, exploitation and production activities in Mexico in respect of the Mining Projects are performed through the Company. The Transferred Assets are Company has good and marketable title and possession to all the owned by assets reflected on the Sellers and their Affiliates Reference Balance Sheet or thereafter acquired, other than as set forth in Schedule 4.8(a) or otherwise disposed of since the date of the Reference Balance Sheet in the ordinary course of business, in each case free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred AssetsLiens under the Credit Facilities. (b) Except for The assets reflected in the services provided under the Companion Agreements and general centralized administrative and corporate functionsReference Balance Sheet, as of the date hereof the Transferred Assets collectively constitutetogether with any additions or subtractions thereto, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, comprise all of the assets, properties, rights and interests necessary owned material assets currently used or held for use by the Company to operate conduct the Business and the Mining Projects, and are collectively sufficient to provide the Company with the means and capability to conduct the Business and the Mining Projects as presently conducted. The items of tangible personal property reflected in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) Reference Balance Sheet are generally in good operating condition and in a state of good maintenance and repair consistent with current industry standardsworking order, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice age. The Sellers and the Company has complied with all applicable Laws and have obtained all Governmental Approvals related to or required to use, transport, import and dispose of any of its material assets, and have paid all Taxes applicable to such material assets except where the failure to so comply, obtain and pay would not have a Material Adverse Effect. (iiic) conform in Schedule 4.8(c) contains a list of all material respects leased assets or equipment used by the Company to all Laws applicable thereto. Except conduct the Business and the Mining Projects, with indication of the corresponding lease agreement (financial or otherwise, written or oral). (d) The Company (i) does not own or use any material Intellectual Property for the Subject Equipment operation and equipment or property held by management of the Business and the Mining Projects as presently conducted. To the Sellers’ customersKnowledge, repair and service providers the Company is not infringing, misappropriating, diluting or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates otherwise violating the Intellectual Property rights of any other Person; Person and (ii) to has not received any written charge, complaint, claim, demand or notice during the Knowledge of past two (2) years alleging any such infringement, misappropriation, dilution or violation (including any claim that the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate Company must license or misappropriate the refrain from using any Intellectual Property rights of any other Person).

Assets. (a) The CCR Transferred Assets are owned by the Sellers CCR Parties and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers CCR Parties or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the CCR Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the CCR Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the CCR Transferred Assets (as may be adjusted pursuant to Section 5.085.08(a)) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the CCR Business in the manner operated by the Sellers CCR Parties from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of CCR Tangible Personal Property and buildings, plants, improvements and other assets included in the CCR Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the CCR Subject Equipment and equipment or property held by the SellersCCR Parties’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the CCR Tangible Personal Property included in the CCR Transferred Assets is in the possession of the Sellers CCR Parties or their Affiliates. (d) (i) No individual identified in the definition of “Knowledge of the SellersCCR Parties” has received written notice that any CCR Third Party Intellectual Property, or the use of such CCR Third Party Intellectual Property in the Business, CCR Business infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the SellersCCR Parties, excluding the CCR Third Party Intellectual Property, the other CCR Transferred Assets do not, and their use in the CCR Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are assets of NATCO and its Subsidiaries include all material assets needed to conduct their business as currently conducted. Disclosure Schedule 2.9 lists the material real property owned or leased by the Sellers NATCO or any of its Subsidiaries, and their Affiliates free states whether each such property is owned or leased. NATCO and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates its Subsidiaries have good and marketable title to, or a valid leasehold interest in, all the assets reflected on the 2002 Balance Sheet (except assets disposed of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from since December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included 2002 in the Transferred Assets ordinary course of business) free and clear of Liens except for Liens that: (i) are were specifically disclosed or reserved against in good operating condition and the 2002 Balance Sheet or in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, the notes to the 2002 Balance Sheet (but only to the extent so disclosed or reserved against); (ii) are usable for taxes, assessments or governmental charges or claims which are not due and payable; (iii) are statutory liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other liens imposed by Law incurred in the ordinary course of business for sums not yet due or being contested in good faith and which do not constitute, individually or in the aggregate, a NATCO Material Adverse Effect; (iv) were incurred in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security and which do not constitute, individually or in the aggregate, a NATCO Material Adverse Effect; (v) are leases or subleases granted to others that, individually and in the aggregate, are not material; (vi) are the interest or title of a lessor or sublessor under a lease or sublease, restrictions or encumbrances to which the interest or title of that lessor or sublessor may be subject, or the subordination of the interest of the lessee or sublessee under that lease to any such restriction or encumbrance, all of which, individually and in the aggregate, do not materially and adversely affect the business of NATCO and its Subsidiaries; or (vii) were incurred after December 31, 2002, in the ordinary course of business consistent with past practice practice, and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment do not constitute, individually or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practicesaggregate, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliatesa NATCO Material Adverse Effect. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The NYSE Companies own, lease or have the legal right to use all the material properties and assets, including the Leased Real Property and the Tangible Personal Property, used primarily in the Transferred Assets are owned by Operations. Except as would not reasonably be expected to have a Material Adverse Effect, the Sellers NYSE Companies have title to, or, in the case of leased Transferred Assets, valid and their Affiliates subsisting leasehold interests in, all the Transferred Assets, free and clear of all LiensEncumbrances, except for Permitted Liens. Encumbrances. (b) The Sellers Transferred Assets, together with the rights in favor of NASD pursuant to Article V of this Agreement (assuming compliance therewith by the NYSE Companies and NASD) and the services being provided to NASD pursuant to the Ancillary Agreements and the development work and Software referred to in paragraph (c) of this Section 3.16 (but excluding the Specified Excluded Assets), constitute all the properties, assets and rights necessary to conduct the Transferred Operations immediately following the Closing in substantially the same manner as the Transferred Operations were conducted immediately prior to the Closing. (c) Subject to any development work by NASD, including the purchase of commercially available prerequisite Software, necessary to cause the Transferred Operations Software to operate on NASD’s operating environment, the properties, assets and rights that are included in the Transferred Assets or their Affiliates have good provided to NASD pursuant to the NASD Software License Agreement, together with the rights in favor of NASD pursuant to Article V of this Agreement (assuming compliance therewith by the NYSE Companies and marketable title NASD), include all the properties, assets and rights necessary to move the Transferred Operations Software to, and operate the Transferred Operations Software on, NASD’s operating environment for the conduct of the Transferred Operations following the Closing in substantially the same manner as the Transferred Operations were conducted prior to Closing. To NYSE’s Knowledge, the NYSE Companies have made no material changes outside of the ordinary course of business to the maintenance practices applicable to the Transferred Assets as a whole since June 1, 2006. (d) To NYSE’s Knowledge, immediately following the consummation of the transactions contemplated by this Agreement (including Article V hereof) and the execution of the instruments of transfer contemplated by this Agreement, NASD will own, with valid title, or a lease, under valid leasehold interest inand subsisting leases, all or otherwise acquire the interests of the NYSE Companies in the Transferred Assets, free and clear of any Encumbrances, other than Permitted Encumbrances or any Encumbrances caused by or attributable to NASD’s ownership of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Except as set forth in Schedule 3.6 or as otherwise provided in this Agreement or the Ancillary Agreements, Seller or a Selling Subsidiary, with respect to the Transferred Assets, or a Transferred Company, with respect to the other Assets, owns, leases or has the legal right to use all of the Assets are owned by (other than Real Property, which is the Sellers subject of Section 3.5, and their Affiliates free Intellectual Property, which is the subject of Section 3.13) and clear has good title to (or in the case of leased Assets, valid leasehold interest in or valid and enforceable lease agreements regarding) all LiensAssets (other than real property, which is the subject of Section 3.5, and Intellectual Property, which is the subject of Section 3.13), except for such defects of title or restrictions on use that, individually or in the aggregate, would not have a Material Adverse Effect. All of the material Assets are free of any materially adverse Encumbrances other than Permitted LiensEncumbrances. The Sellers Except (i) as set forth on Schedule 3.6 and (ii) for the Excluded Assets, the Assets, together with the rights granted to Buyer pursuant to this Agreement and the Ancillary Agreements and any other agreements to be entered into pursuant hereto or their Affiliates have good and marketable title tothereto, or a valid leasehold interest in, will constitute on the Closing Date substantially all of the Transferred Assetsassets and rights (including employees) necessary to conduct the Business in substantially the same manner as the Business is presently conducted. (b) Except as reflected in the Financial Information or as set forth on Schedule 3.6, the tangible assets of the Transferred Assets, taken as a whole, are in sufficiently good and serviceable condition for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as current operation of the date hereof the Transferred Assets collectively constituteBusiness, subject to normal wear and as tear and other impairments of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitutevalue that, all of the assets, properties, rights and interests necessary to operate the Business individually or in the manner operated by the Sellers from December 31aggregate, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectivelywould not have a Material Adverse Effect. (c) All items of Tangible Personal Property and buildingsExcept as set forth on Schedule 3.6 or as provided pursuant to this Agreement or the Ancillary Agreements, plants, improvements and other there are no material assets included used in the Transferred Assets (i) Business that are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the not Transferred Assets is in the possession of the Sellers or their AffiliatesAssets. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Except as set forth in the Disclosure Schedule under the caption referencing this Section 4.10(a), Seller or the applicable Seller Entity has good, valid and marketable title to all of the material tangible Business Assets are owned by (other than the Sellers and their Affiliates Real Property), free and clear of all Liens, except for Liens (other than Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets). (b) Except for The Business Assets and the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Seller Entity Assets (as may be adjusted pursuant to defined in Section 5.086.06) collectively will constitute, comprise all assets required for the continued conduct of the Business as it is now being conducted by Seller and the Seller Entities. The Seller Entities do not own any capital stock, partnership interest, joint venture interest or any other security or ownership interest issued by any corporation, organization or entity. The Business Assets, taken as a whole, constitute all the properties and assets relating to or used or held for use in connection with the Business, other than the Division Excluded Assets (as defined in the Contribution Agreement) and any other assets excluded from the definition of Business Assets as expressly provided herein and inventory sold, cash disposed of, accounts receivable collected, prepaid expenses realized, contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, propertiesin each case in the ordinary course of business. Except for Division Excluded Assets, rights and interests necessary to operate any other assets excluded from the definition of Business Assets as expressly provided herein or as otherwise set forth in the Disclosure Schedule under the caption referencing this Section 4.10(b), there are no assets or properties used in the operation of the Business in the manner operated and owned by the Sellers from December 31, 2012 through the date of this Agreement and as of any person or entity other than Seller or a Seller Entity that will not be leased or licensed to any Seller Entity immediately prior to after the Closing Dateunder valid, respectivelycurrent leases or license arrangements. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred The Business Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except adequate for the Subject Equipment purposes for which such assets are currently used or are held for use. All equipment, machinery, tools, dies, molds, computers, work stations, test equipment, vehicles, furniture, fixtures, furnishings, leaseholds improvements and equipment or property held by the Sellers’ customers, other fixed assets are in reasonably good repair and service providers or others in the ordinary course of business consistent with past practicesoperating condition (subject to normal wear and tear) and, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of each Seller Party, there are no defects, facts or conditions affecting the SellersBusiness Assets which could, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use individually or in the Business does notaggregate, otherwise infringeinterfere in any respect with the use, violate occupancy or misappropriate operation thereof as currently used, occupied or operated, or their adequacy for such use except, in each case, as would not have, individually or in the Intellectual Property of any other Personaggregate, a Material Adverse Effect.

Assets. (a) The Transferred Assets Each Seller Party is transferring to Buyer, pursuant to the transactions contemplated herein, all of its right, title and interest in the Assets, free and clear of any lien, pledge, option, security interest, license, deed of trust, or mortgage, whether voluntarily or incurred or arising by operation of law, and includes, without limitation, any agreement to give any of the foregoing in the future, and any contingent sale, lease or license of any nature other than Permitted Encumbrances; provided that if the Seller Parties are owned by unable to transfer title to the Sellers tangible assets set forth on Exhibit A free --------- and their Affiliates clear of Encumbrances (including Permitted Encumbrances resulting from the Equipment Lease but excluding other Permitted Encumbrances), the Seller Parties shall either remove such Encumbrances or substitute assets having the same or superior functionality for such encumbered assets free and clear of all LiensEncumbrances (including Permitted Encumbrances) prior to February 16, except for Permitted Liens2001 (or such earlier date as Buyer is denied access to or full use of such encumbered assets). The Sellers Assets and the Excluded Assets include all Intellectual Property relating primarily to the Business in which either Seller Party has any right, title or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assetsinterest. (b) Except for the services provided Excluded Assets listed on Exhibit F --------- attached hereto and the Intellectual Property licensed to Buyer under the Companion Agreements and general centralized administrative and corporate functionsExcluded Intellectual Property License, as the Assets include, without limitation, all assets necessary for the conduct of the date hereof Business as conducted by the Transferred Assets collectively constitute, and as of the date immediately Seller Parties prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectivelyhereof. (c) All items tangible assets and properties which are part of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating working condition and in a state of good maintenance repair and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliatesbusiness. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets Other than with respect to Intellectual Property matters (which are owned by exclusively addressed in the Sellers and their Affiliates free and clear of all LiensIP Agreement) or real property matters (which are exclusively addressed in Section 3.15 hereof), except for Permitted Liens. The Sellers or their Affiliates have (i) the Seller Group, as applicable, has good and marketable title to, or a valid leasehold interest in, as applicable, the tangible material Separately Owned Acquired Assets, and (ii) each Acquired Company has good and marketable title to, or a valid leasehold interest in, as applicable, all of its material, tangible assets, in each case free and clear of any Encumbrance other than Permitted Encumbrances. To the Transferred AssetsKnowledge of the Seller, each such asset is free from defects in all material respects, has been maintained in accordance with normal industry practice and is in good operating condition and repair (subject to normal wear and tear). (b) Except for Upon the services provided under applicable Closing and except as set forth on Schedule 3.7(b) of the Companion Agreements Seller Disclosure Schedule, the applicable member of the Purchaser Group will acquire good and general centralized administrative and corporate functionsvalid title to, or a valid leasehold interest in, as applicable, the tangible material Separately Owned Acquired Assets, free and clear of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectivelyEncumbrances other than Permitted Encumbrances. (c) All items of Tangible Personal Other than with respect to Intellectual Property and buildings, plants, improvements and other assets included matters (which are exclusively addressed in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standardsIP Agreement), ordinary wear and tear excepted, (ii) are usable in assuming the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment employment or property held replacement by the Sellers’ customers, repair and service providers or others in the ordinary course Purchaser of business consistent with past practices, substantially all of the Tangible Personal Property included U.S. Employees, the Non-U.S. Employees and the Contractors (each as defined in the Transferred Assets is Employee Matters Agreement), the receipt of all consents required to assign or transfer any Assumed Contract or Assigned Permit (or, with respect to those which are not received, the cooperation by the Seller pursuant to Section 10.6) and the replication or split and partial assignment of all Non-Assignable Shared Contracts material, individually or in the possession aggregate, to the Business as contemplated by Section 10.7, and provided the Purchaser replaces the assets specified in Sections 1.2(b), (c), (f), (j) and (n) on the Initial Closing Date, the Acquired Assets, taking into account all provisions of this Agreement and the other Transaction Agreements, will be sufficient to enable the Purchaser Group to conduct all MASTER ACQUISITION AGREEMENT functions of the Sellers or their Affiliates. (i) No individual identified in Business immediately following the definition of “Knowledge Initial Closing substantially as conducted by the Seller Group and the Acquired Companies as of the Sellers” has received written notice that any Third Party Intellectual Propertydate of this Agreement, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) except with respect to the Knowledge provision of Excluded Services (which, for the Sellersavoidance of doubt, excluding will not be provided pursuant to the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other PersonTransition Services Agreement).

Assets. (a) Except as would not be material to the Business, (i) The Transferred Assets are owned Company and the Company Subsidiaries have good and valid title to (or in the case of leased properties or assets, valid leasehold interests) in all of their properties and assets (real, personal and mixed), (ii) all of the assets and properties owned, leased, or licensed by the Sellers and their Affiliates Company are free and clear of all Liens, except for Liens identified on Schedule 3.13(a) of the Company Disclosure Schedule and Permitted Liens. The Sellers or their Affiliates have good , and marketable title to, or a valid leasehold interest in(iii) other than as contemplated by Section 2.06(b), all of the Transferred Assetsassets primarily related to the Business held by the Parent Group have been, or shall be as of the Closing, transferred to the Company Group or the Buyer. (b) Except for The material tangible property owned, leased or licensed by the services provided under Company and the Companion Agreements Company Subsidiaries or held by the Parent Group and general centralized administrative and corporate functionsprimarily related to the Business (including material equipment and, as to the Knowledge of the date hereof the Transferred Assets collectively constituteCompany, buildings, structures, and as of facilities) is in good operating condition and repair consistent with age, normal wear and tear not caused by neglect excepted. (i) Taking into account any assets, properties, rights, titles and interests made available by the date immediately Seller and its Affiliates to the Company and the Company Subsidiaries following the Closing pursuant to any Transaction Documents (including Section 2.06(b)) and the covenants to be performed prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.086.06, (ii) collectively assuming all consents, authorizations, assignments, amendments and permits necessary in connection with the consummation of the transactions contemplated by the Transaction Documents have been obtained, and (iii) other than with respect to Overhead and Shared Services, the Buyer will constituteown, hold or have the right to use (including by means of ownership of rights pursuant to licenses or other Contracts) at Closing all of the assets, properties, rights rights, titles and interests that are used or held for use in and are necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment Business immediately following the Closing in substantially the same manner as conducted by Parent and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all its Subsidiaries as of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliatesdate hereof. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) 10.1 The Transferred Assets are owned by Company and the Sellers Subsidiaries respectively have proprietary title free of any Third Party Rights to the assets and their Affiliates free rights reflected in the Annual Report and clear of all Liensin the Locked Box Accounts through the Locked Box Date, except for Permitted Liens. The Sellers assets subject to financial lease arrangements and assets acquired, consumed, destroyed or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable sold in the ordinary course of business consistent with past practice in the period from the Accounts Date respectively the Locked Box Date. 10.2 To the Sellers' Knowledge, all operating fixtures and (iii) conform equipment of the Group, including any leased, rented or borrowed fixtures and equipment, have in all material respects been adequately maintained and are to all Laws applicable thereto. Except the Sellers' Knowledge in satisfactory working order, functional and fit for purpose save for ordinary course wear and tear. 10.3 The assets owned by the Group together with assets held under lease or rental agreements comprise the sufficient assets for the Subject Equipment and equipment continuation of the Group’s business as presently conducted at the Signing Date. Each Group Company is able to operate its business independently of any asset or property right owned or held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding Sellers’ Affiliates or Sellers’ Related Parties or any service provided by any of the Third Party Intellectual PropertySellers, the other Transferred Assets do notSellers’ Affiliates or Sellers’ Related Parties. Neither the Sellers nor any of their respective Affiliated or related Persons own any asset or right used by the Group. 10.4 The Group’s assets are to the Sellers’ Knowledge in compliance with all applicable regulatory requirements for the present use thereof. The Group’s assets to the Sellers' Knowledge satisfy all regulatory requirements in all material respects and no Group Company has received any notification from relevant authorities regarding any of the products having been stored, handled or distributed inappropriately due to the assets being insufficient for the purposes of the Group Companies carrying out its business in accordance with the permits and licenses granted by public authorities. 10.5 To the Sellers’ Knowledge, equipment owned by the Group and used for carrying out the Group’s business comply with all regulatory requirements in all material respects, including health and safety measures, and their use in has all relevant certificates confirming the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Personequipment’s conformity with applicable Law.

Assets. (a) The Transferred Assets Except as set forth on Schedule 5.11(a) of the Company Disclosure Schedules and except for the VCG Intellectual Property, the Vionic Entities, taken as a whole, (i) are owned the sole owners of all right, title, and interest in and to, and have good and marketable title, or a valid leasehold interest, or a valid right to use or occupy, every material property or asset, whether tangible or intangible, used by the Sellers Vionic Entities in the conduct of each Vionic Entity’s respective business as presently conducted, or (ii) are the sole owners of all right, title, and their Affiliates interest in and to, and have good and marketable title to every asset reflected in the Audited Financial Statements or acquired after the Audited Balance Sheet Date, except for properties and assets disposed of in the Ordinary Course of Business since the Audited Balance Sheet Date, in case of clauses (i) and (ii), free and clear of all Liensany Encumbrances except Permitted Encumbrances. Except as set forth on Schedule 5.11(a) of the Company Disclosure Schedules, except for Permitted Liensno such property or assets are in the possession of others and the Vionic Entities do not hold any property on consignment. The Sellers or their Affiliates Upon and immediately following the Closing assuming the consents described on Schedule 5.03(a) of the Company Disclosure Schedules have been obtained, the Vionic Entities shall continue to be vested with good and marketable title to, or a valid leasehold interest or valid right to use or occupy in, all of the Transferred Assetssuch material properties and assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as set forth on Schedule 5.11(b) of the date hereof Company Disclosure Schedules, the Transferred Assets collectively constitutebuildings, equipment, machinery, fixtures, improvements and as other material tangible assets (whether owned or leased) of the date immediately prior to Vionic Entities, together with the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constituteVCG Intellectual Property, all of the assets, properties, rights and interests necessary are sufficient to operate the Business in all material respects in the same manner operated by the Sellers from December 31, 2012 through as such Business is being conducted as of the date of this Agreement and as of immediately prior to the Closing Date, respectivelyhereof. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in Other than the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party VCG Intellectual Property, the other Transferred Assets do not, and their use Asset Seller does not own or have any rights to any assets used in the Business does not, otherwise infringe, violate or misappropriate operation of the Business. Other than activities related to the maintenance of the VCG Intellectual Property and the licensing of such VCG Intellectual Property to the Vionic Entities, including the employment of one employee and the leasing of office space, the Asset Seller does not participate in the operation of the Business. The Asset Seller has not engaged and does not engage in any business activities other Personthan the activities described in the preceding sentence. Following the Closing, Buyer and its Affiliates (including the Vionic Entities) will not be liable for or subject to any Liabilities of the Asset Seller, other than obligations pursuant to the VCG IP Contracts that first arise after the Closing.

Assets. (a) The Transferred Assets are owned by Except as set forth in Section 2.4(a) of the Sellers Disclosure Schedule, there is no Proceeding pending or Demand filed, nor have there been any Proceedings or Demands filed since January 1, 2010, alleging that an EQT Subsidiary does not have Defensible Title to the Assets. (b) An EQT Subsidiary is the sole legal and their Affiliates equitable owner of each parcel of the Owned Real Property described on Exhibits A-3-1 to A-3-4, inclusive. With respect to each parcel of Owned Real Property, (i) an EQT Subsidiary has marketable title, free and clear of all Liens other than Permitted Encumbrances; (ii) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of such Owned Real Property; (iii) there are no outstanding options, rights of first offer, or rights of first refusal to purchase such Owned Real Property, or any portion thereof or interest therein; and (iv) notwithstanding the terms of Section 2.4, there are no Proceedings pending or Demands filed or, to the knowledge of Seller, threatened or alleged, with respect to the marketable title of all or any part of the Owned Real Property. (c) Seller has provided to Buyer complete and accurate copies of all real property agreements, leases, subleases, licenses, occupancy agreements and other similar agreements relating to the Ranger NGL Pipeline, the Processing Facilities, and all Lease and Easement Properties (including all modifications thereto and all notices exercising renewal, expansion, termination or other material rights), which are described in Exhibits A-3-5 and A-5, and are individually each a “Real Property Agreement” and collectively referred to herein as the “Real Property Agreements”. An EQT Subsidiary has Defensible Title to or has a valid leasehold interest or license in the Ranger NGL Pipeline, the Processing Facilities, and all Lease and Easement Properties, free and clear of any and all Liens, except for Permitted LiensEncumbrances. The Sellers Real Property Agreements are in full force and effect. No Real Property Agreement is subject to any prime, ground or their Affiliates have good master lease, mortgage, deed of trust or other Lien or interest which would entitle the interest holder to interfere with or disturb the applicable EQT Subsidiary’s rights under such Real Property Agreement except in accordance with its terms while such EQT Subsidiary is not in default under the Real Property Agreement (other than a Permitted Encumbrance). No applicable EQT Subsidiary is in default, and marketable title tono circumstances exist which, if unremedied, would, either with or a valid leasehold interest inwithout notice or the passage of time or both, all result in such default by such EQT Subsidiary under any of the Transferred Real Property Agreements to which such EQT Subsidiary is party; nor, to the Knowledge of Seller is any other party to any of the Real Property Agreements in default. (d) To the Knowledge of Seller, the zoning for all Real Property Interests permits the presently existing improvements and the continuation for the business presently being conducted thereon as a conforming use. No EQT Subsidiary has received any notice of any violation of any applicable zoning ordinance or other Law relating to the operation of any business on any Real Property Interests. To the Knowledge of Seller, there is no pending action before any Governmental Authority to change the zoning or building ordinances or any other Laws affecting the Real Property Interests. (e) Except as otherwise described in Section 2.4(c) and Section 2.4(d), an EQT Subsidiary holds hold Defensible Title to the Assets. (bf) Except as set forth in Section 2.4(f) of the Disclosure Schedule and for the services provided under Dormant Pipeline, the Companion Agreements and general centralized administrative and corporate functionstangible Assets, as of including the date hereof the Transferred Assets collectively constituteReal Property Interests, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standardsrepair, subject to ordinary wear and tear exceptedtear, and have been maintained in accordance with standard industry practice and (ii) are usable adequate for the purpose for which they are being used and are capable of being used without the need for repair or replacement except in the ordinary course of business consistent business. (g) The Assets being transferred to Buyer at the Closing include the assets (including all inventories of pipeline, valves, meters, cathodic protection equipment and related materials and supplies) and the properties, rights and entitlements (including rights of ways, easements, licenses and other real property rights) set forth on Exhibits X-0, X-0 and A-3. (h) The construction of the Ranger II NGL Pipeline by Seller is and has been performed in compliance with past practice and (iii) conform the Endangered Species Act of 1973 in all material respects to all Laws applicable thereto. Except for respect of the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others Indiana bat species as described in the ordinary course letter from the U.S. Fish and Wildlife Service to EQT dated February 10, 2010 (the “February 2010 Letter”). The February 2010 Letter remains in full force and effect, and Seller has complied with its obligations thereunder. To the Knowledge of business consistent with past practicesSeller, all the construction, as described in the February 2010 Letter, of the Tangible Personal Property included Ranger II NGL Pipeline by Buyer after the Closing will not be subject to delay based upon the presence of an Indiana bat critical habitat designated in accordance with 16 U.S.C. § 1533 within the Transferred Assets is in the possession area of the Sellers or their AffiliatesRanger II NGL Pipeline. (i) No individual identified in the definition of “Knowledge Each of the Sellers” Ranger I NGL Pipeline and the Ranger II NGL Pipeline has received written notice that any Third Party Intellectual Propertybeen designed, or installed, maintained and operated, as applicable, in compliance with the use Department of such Third Party Intellectual Property Transportation requirements set forth in 49 C.F.R., Ch. 1, Part 195. (j) Seller has undertaken the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge construction of the SellersRanger NGL Pipeline in accordance with the designs, excluding the Third Party Intellectual Propertyplans, the other Transferred Assets do notblueprints, as-built plans and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Personspecifications and system drawings and studies previously provided to Buyer.

Assets. The “Assets” consists of the following (unless an Excluded Asset) belonging to or intended to be used in the Business, whether tangible, intangible, real or personal and wherever located (with respect to assets of ASC only if they primarily relate to the Business): (a) The Transferred Assets are owned by Killington’s (i) 100% ownership interest in Killington Restaurants, Inc., a Vermont corporation (“KRI”), (ii) 50% ownership interest in Xxxxxx Xxxxx Associates, LLC, (iii) one share of common stock of Uplands and (iv) 24% ownership interest in SP Land Company, LLC (collectively, the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets.“Killington Interests”); (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business Pico’s 94% ownership interest in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively.Uplands (c) All items ASC Resorts’ 1% ownership interest in SP Land Company, LLC (the “ASC LLC Interests”); (d) all goodwill and other intangible assets associated with the Business, including the goodwill associated with the Purchased Intellectual Property; (e) all billed and unbilled accounts receivable and all correspondence with respect thereto, including without limitation, all trade accounts receivable, notes receivable from customers, vendor credits and accounts receivable from employees and all other obligations from customers with respect to sales of Tangible Personal goods or services, whether or not evidenced by a note; (f) all prepayments, prepaid charges and expenses, including any prepaid rent and security deposits, if any, of Sellers in connection with the Leased Real Property; (g) all rights of Sellers under each Owned Property and buildingsReal Property Lease, plantstogether with all improvements, improvements fixtures and other assets included appurtenances thereto and rights in respect thereof; (h) all Intellectual Property listed on Schedule 3.7(a) other than the Transferred Excluded Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates.“Purchased Intellectual Property”); (i) No individual identified all inventories, work in progress and supplies; (j) all machinery, equipment, automobiles and other vehicles, spare parts and supplies, computers and all related equipment, telephones, fixtures and all related equipment and all other tangible personal property; (k) all rights of Sellers under the definition Purchased Contracts including all claims or causes of “Knowledge of action with respect to the Sellers” has received written notice Purchased Contracts; (l) all documents that any Third Party are related to the Business, including documents relating to products, services, marketing, advertising, promotional materials, Purchased Intellectual Property, personnel files for Transferred Employees (to the extent permitted by law) and all files, customer files (to the extent permitted by law or privacy policies) and documents (including credit information), supplier lists, records, literature and correspondence, whether or not physically located on any of the use premises referred to in clause (e) above, but excluding personnel files for Employees of such Third Party Intellectual Property in Sellers who are not Transferred Employees; (m) all nonconfidential lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents; (n) all claims, deposits, prepayments, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature, except for any of the Businessforegoing to the extent they relate to Excluded Assets or Excluded Liabilities; (o) except to the extent they relate to Excluded Assets or Excluded Liabilities, infringesall books, violates records, ledgers, files, documents, correspondence, lists, studies and reports and other printed or misappropriates the Intellectual Property of any other Person; and written materials; (iip) to the Knowledge of the Sellersextent assignable, excluding the Third Party Intellectual Propertyall Permits, the other Transferred Assets do notincluding Environmental Permits, and their use used by Sellers in the Business does not(which includes all Permits necessary to conduct the Business as currently conducted) and all rights and incidents of interest therein; (q) all rights of Sellers under non-disclosure or confidentiality, otherwise infringenon-compete, violate or misappropriate the Intellectual Property non-solicitation agreements with Former Employees, Employees and agents of any Seller or with third parties to the extent primarily relating to the Business or the Assets (or any portion thereof); (r) all rights of Sellers under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers, sureties and contractors to the extent relating to products sold or services provided to Sellers primarily in connection with the Business or to the extent primarily affecting any Assets; (s) all cash on hand; and (t) all other Personassets of any kind or nature of each of Killington and Pico, other than the Excluded Assets.

Assets. (a) The Transferred Assets are owned by FH Companies (and their Closing Subsidiaries), the FH Asset Sellers and their the FH Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all (in respect of the Transferred Assets. (b) Except for FH Business), in the services provided under aggregate, own, lease, license or have the Companion Agreements legal right to use, and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, FH Companies (and as of their Closing Subsidiaries) and the date FH Asset Sellers will at or immediately prior to the Closing Date own, lease, license or have the Transferred Assets (as may be adjusted pursuant legal right to Section 5.08) collectively will constituteuse, all material Acquired FH Assets or FH Assets, including all material Assets reflected on the Base Balance Sheet (other than Assets used or disposed of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through since the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable thereof in the ordinary course of business consistent or as permitted under Section 5.1), free and clear of all Encumbrances, other than Permitted Encumbrances. 15 (b) The Acquired FH Assets and the FH Assets that will be held, leased or licensed by the Transferred FH Companies and their Closing Subsidiaries as of Closing, together with past practice all Assets the benefit of which will be provided to Buyer or one of its Subsidiaries (including the Transferred FH Companies and their Closing Subsidiaries) pursuant to this Agreement (iiiincluding with respect to arrangements contemplated by Section 5.16(b) conform or Section 5.17(b)), the Local Purchase Agreements or the Transition Services Agreement, and the corporate services provided by Seller or its Subsidiaries to the FH Business set forth in Section 3.16(b) of the Seller’s Disclosure Letter, will constitute, as of Closing, in all material respects all Assets which are required for Buyer and its Subsidiaries (including the Transferred FH Companies and their Closing Subsidiaries) to all Laws applicable thereto. Except for operate the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others FH Business substantially in the ordinary course of business consistent with past practices, all of manner in which it is conducted on the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliatesdate hereof. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 2015 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (d) (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Seller is the sole owner of the Assets and Seller Proprietary Assets and has full and exclusive right to assign the rights assigned herein; (b) all of the Assets (including the Seller Proprietary Assets) are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets.Encumbrances; (bc) Except for the services provided under Assets and Seller Proprietary Assets constitute all the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate enable the Seller to conduct the Business in the manner operated in which such Business is being conducted; (d) none of the Seller Proprietary Assets infringe, conflict with or violate any Proprietary Assets of any third party; (e) Seller has maintained the Assets and Seller Proprietary Assets in confidence and has not granted, directly or indirectly, any rights or interest whatsoever in the Assets or Acquired Proprietary Assets to any third party; (f) all employees, agents, consultants, or contractors of Seller who have contributed to, participated in the development of or have access to any of the Assets or Seller Proprietary Assets either (1) is a party to a “work-for-hire” agreement under which the Seller (or any predecessor in interest, if applicable) is deemed to be the original owner/author of all property rights therein; or (2) has executed an assignment or an agreement to assign in favor of the Seller (or any predecessor in interest, if applicable) all right, title and interest in such material; and (g) all Seller Proprietary Assets which are patents, trademarks, service marks and copyrights that are registered with any Governmental Body are valid and subsisting, and all documents, instruments, and fees necessary to establish, perfect, and maintain the rights of the Seller in the Seller Proprietary Assets have been and will be in the future validly executed, delivered, and filed in a timely manner with the appropriate Governmental Body. Each of the Assets that is registered is and at all times has been in compliance with all legal requirements and all filings, payments, and other actions required to be made or taken to maintain such Asset in full force and effect have been made by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectivelyapplicable deadline. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the applicable Closing Date the applicable Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business (or applicable portion thereof) in the manner operated by the Sellers from December 31, 2012 2013 through the date of this Agreement and as of immediately prior to the applicable Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (d) (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are owned Each agreement to which the Company or any of the Material Subsidiaries is a party or by which it is bound and which is material to the Sellers business of the Company or such Material Subsidiary is in full force and their Affiliates free and clear effect. Neither the Company nor any of all Liensthe Material Subsidiaries is in material breach, except for Permitted Liensviolation or default thereunder. The Sellers Company is not aware of a breach, violation or their Affiliates have good and marketable title todefault thereunder by any other parties thereto that, or a valid leasehold interest in, when taken together with all of the Transferred Assets.other breaches, violations and (b) Except for Neither the services provided under the Companion Agreements and general centralized administrative and corporate functions, as Company nor any of the date hereof the Transferred Assets collectively constitute, and as Material Subsidiaries owns or has owned any real property. Each of the date immediately prior to leases for office space occupied by the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all Company or any of the assetsMaterial Subsidiaries (the "Leases") is in full force and effect and there are no existing defaults under any of the Leases nor does there exist any event or condition which, propertieswith notice or lapse of time or both, rights and interests necessary would give rise to operate a default or constitute grounds for termination or re-entry under any of the Business Leases that would, individually or in the manner operated by the Sellers from December 31aggregate, 2012 through the date of this Agreement and as of immediately prior be reasonably expected to the Closing Date, respectivelyhave a Material Adverse Effect. (c) All items of Tangible Personal Property and buildingscopyrights, plantspatents, improvements trademarks, licenses, trade names, logos, assumed or other names and other assets included intangible property rights owned or, to the Company's knowledge, used by the Company or any of the Material Subsidiaries in their businesses, are valid, subsisting and in full force and effect without interference by any other person, except for such instances which would not, individually or in the Transferred Assets aggregate, be reasonably expected to have a Material Adverse Effect. Neither the Company nor any of the Material Subsidiaries has received any notice with respect to any alleged infringement or unlawful use of any intangible property right owned or alleged to be owned by others that would, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (id) The Company and each of the Material Subsidiaries has good and marketable title to all of the assets owned by the Company or such Material Subsidiary, as the case may be, free and clear of all Liens (except for Permitted Liens and Liens which do not materially interfere with the current and intended use of such assets). All assets used in or necessary for the conduct of the business of the Company and each of the Material Subsidiaries as currently conducted are owned by or leased or licensed to it. No other person owns, or has any rights whatsoever in, any such assets (except in the case of assets leased or licensed to the Company or any of the Material Subsidiaries, the ownership interest in such assets by the lessor or licensor), except where such ownership or rights would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Such assets have been properly maintained and are in good operating condition and in a state of good maintenance and repair consistent with current industry standardsrepair, ordinary wear and tear excepted, (ii) and are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except reasonably adequate for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliatesuses to which they are being put. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are owned by Except as disclosed in Section 5.11(a) of the Sellers PSB Disclosure Memorandum, the PSB Entities have good and their Affiliates marketable title, free and clear of all Liens, to their respective Assets, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) mortgages and encumbrances that secure indebtedness that is properly reflected in the PSB Financial Statements or that secure deposits of public funds as required by law; (ii) Liens for taxes accrued but not yet payable; (iii) Liens arising as a matter of law in the ordinary course of business, provided that the obligations secured by such Liens are not delinquent or are being contested in good faith; (iv) such imperfections of title and encumbrances, if any, as do not materially detract from the value or materially interfere with the present use of any of such properties or Assets or the potential sale of any of such owned properties or Assets; and (v) capital leases and leases, if any, to third parties for fair and adequate consideration. All tangible properties used in the business of the PSB Entities are in good operating condition and in a state of good maintenance and repair consistent with current industry standardscondition, ordinary reasonable wear and tear excepted, (ii) and are usable in the ordinary course of business consistent with such PSB Entity’s past practices. All Assets which are material to the PSB Entities’ business on a consolidated basis, held under leases or subleases by any of the PSB Entities, are held under valid Contracts enforceable against the PSB Entities in accordance with their respective terms (except as enforceability may be limited by applicable Bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (b) The PSB Entities have paid all amounts due and payable under any insurance policies and guarantees applicable to the PSB Entities and their Assets and operations; all such insurance policies and guarantees are in full force and effect, and all the PSB Entities’ material properties are insured against fire, casualty, theft, loss, and such other events against which it is customary to insure, all such insurance policies being in amounts and with deductibles that are adequate and are consistent with past practice and experience. None of the PSB Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as disclosed in Section 5.11(b) of the PSB Disclosure Memorandum, there are presently no claims for amounts exceeding in any individual case $10,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any PSB Entity under such policies. (c) Section 5.11(c) of the PSB Disclosure Memorandum lists (i) all real property owned by any of the PSB Entities (the “Owned Real Property”); (ii) all leases, subleases, licenses or other contracts (including all amendments, modifications, and supplements thereto) pursuant to which any of the PSB Entities lease land and/or buildings, together with the real property rights (including security deposits), benefits and appurtenances pertaining thereto and rights in respect thereof, including ground leases (the “Real Property Leases”) and lists all parcels of real property leased to any PSB Entity pursuant to the Real Property Leases (the “Leased Premises”) and (iii) conform all leases, subleases, licenses or other use agreements between any PSB Entity, as landlord, sublandlord or licensor, and third parties with respect to Owned Real Property or Leased Premises, as tenant, subtenant or licensee (“Tenant Leases”), in each case including all material respects amendments, modifications, and supplements thereto, and all such documentation has been made available to all Laws applicable theretoMSL on or prior to the date hereof. None of the PSB Entities use in their businesses any real property other than the Owned Real Property and the Leased Premises. Except as set forth in Section 5.11(c) of the PSB Disclosure Memorandum, no Person other than the PSB Entities has (or will have, at Closing) (i) any right in any of the Owned Real Property or any right to use or occupy any portion of the Owned Real Property or (ii) any right to use or occupy any portion of the Leased Premises. (d) PSB has good and marketable leasehold interests in the Leased Premises, free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in sole possession of the Subject Equipment properties purported to be leased thereunder, subject and equipment pursuant to the terms of the Real Property Leases. With respect to each lease of any real property or personal property held to which any PSB Entity is a party (whether as lessee or lessor, including without limitation, the Real Property Leases and Tenant Leases) (i) such lease is in full force and effect in accordance with its terms by the Sellers’ customersPSB Entity; (ii) all rents and other monetary amounts that have become due and payable thereunder have been paid by the PSB Entity; (iii) there exists no Default under such lease by the PSB Entity or, repair to the Knowledge of PSB, with respect to the other parties thereto; and service providers (iv) the Merger will not constitute a default or others a cause for termination or modification of such lease. (e) Except as contemplated by this Agreement, PSB has no legal obligation, absolute or contingent, to any other person to sell or otherwise dispose of any substantial part of its Assets or to sell or dispose of any of its Assets except in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (if) No individual identified in The PSB Entities’ Assets include all material Assets required to operate the definition of “Knowledge business of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other PersonPSB Entities as presently conducted.

Assets. (a) The Transferred Assets are Section 3.13(a) of the Company Disclosure Schedule identifies all real property owned by the Sellers Company and their Affiliates free its Subsidiaries (the "Company Owned Property") and clear all real property leased or operated by the Company and its Subsidiaries and providing for occupancy of all Liensmore than 20,000 square feet (the "Company Leased Property" and, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title totogether with the Company Owned Property, or a valid leasehold interest in, all of the Transferred Assets"Company Real Property"). (b) Except The Company and its Subsidiaries have good and marketable fee simple title to the Company Owned Property, and a valid leasehold interest in the Company Leased Property, sufficient to allow each of the Company and its Subsidiaries to conduct, and to continue to conduct, its business as and where currently conducted, except for such matters that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. Such title and leasehold interest is free and clear of any and all Encumbrances, except for the services provided under exceptions described in the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately Company SEC Reports filed prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement or in Section 3.13(b) of the Company Disclosure Schedule and as of immediately prior such other Encumbrances that would not, individually or in the aggregate, result in a Material Adverse Effect. Prior to the Closing Datedate hereof, respectivelythe Company has delivered to Acquiror true and correct copies of all title reports and surveys for each parcel of Company Real Property. (c) All items True and correct copies of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal principal documents under which the Company Owned Property included and the Company Leased Property is leased or operated (the "Lease and Operational Documents") have been delivered or made available for review to Acquiror. The Lease and Operational Documents are unmodified and in full force and effect. None of the Company, its Subsidiaries or any other party is in material default under the Lease and Operational Documents, and, to the best knowledge of the Company, no defaults (whether or not subsequently cured) by the Company, its Subsidiaries or any other party have been alleged thereunder, except for such defaults that, individually, or in the Transferred Assets is in the possession of the Sellers or their Affiliatesaggregate, are not reasonably likely to have a Material Adverse Effect. (id) No individual identified in To the definition of “Knowledge best knowledge of the Sellers” Company, the Company and each of its Subsidiaries has received written notice that any Third Party Intellectual Propertysufficiently good and valid title to, or the use of such Third Party Intellectual Property an adequate leasehold interest in, its material tangible personal properties and assets in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) order to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do notallow it to conduct, and their use in the Business does notcontinue to conduct, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.its

Assets. (a) The Transferred Assets are owned by Except as would not reasonably be expected to have a Seller Material Adverse Effect and except as disclosed or reserved against in the Sellers Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have good and their Affiliates marketable title, free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, to all of their respective Assets. All tangible properties used in the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as businesses of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) Seller Entities are in good operating condition and in a state of good maintenance and repair consistent with current industry standardscondition, ordinary reasonable wear and tear excepted, (ii) and are usable in the ordinary course of business consistent with Seller’s past practice practices. (b) All Assets which are material to Seller’s business and which are held under leases or subleases by any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, and each such Contract is in full force and effect. (c) Section 5.12(c) of the Seller Disclosure Memorandum lists (i) all real property owned by Seller or its Subsidiary and the owner and location of the property (the “Owned Real Property”); (ii) all leases, subleases, licenses or other contracts pursuant to which Seller or its Subsidiary lease land and/or buildings, together with the real property rights (including security deposits), benefits and appurtenances pertaining thereto and rights in respect thereof, including ground leases (the “Real Property Leases”) (including identifying which entity is the party to each such agreement, and the location of the applicable property) and (iii) conform all leases, subleases, licenses or other use agreements between Seller or any of its Affiliates, as landlord, sublandlord or licensor, and third parties with respect to Owned Real Property or Leased Premises, as tenant, subtenant or licensee (“Tenant Leases”) (including identifying which entity is the party to each such agreement and the location of the applicable property). All such documentation (including all material amendments, modifications, and supplements thereto) has been made available to Buyer on or prior to the date hereof. (d) Either Seller or its Subsidiary (in each instance identified on Section 5.12(c) of the Seller Disclosure Memorandum) (i) has good and marketable title to all Owned Real Properties, free and clear of all Liens, and (ii) has a valid and binding leasehold interest in all parcels of real property leased to Seller or its Subsidiary pursuant to the Real Property Leases (the “Leased Premises”), free and clear of all Liens on the leasehold estate, and is in sole possession of the properties purported to be leased thereunder, subject and pursuant to the terms of the Real Property Leases. Since December 31, 2016, none of the Leased Premises or Owned Real Property has been taken by eminent domain (or, to the Knowledge of Seller, is the subject of a pending or contemplated taking which has not been consummated). The Owned Real Properties and Leased Premises constitute all interests in real property currently used, occupied or held for use in connection with the business of Seller and its Subsidiary, as the business is currently conducted. (e) Subject to the Tenant Leases, if applicable, no Person other than Seller and its Subsidiary has (or will have, at Closing) (i) any right in any of the Owned Real Property or any right to use or occupy any portion of the Owned Real Property or (ii) any right to use or occupy any portion of the Leased Premises. To Seller’s Knowledge, all buildings, structures, fixtures and appurtenances comprising part of the Owned Real Property are in material compliance with all zoning and other governmental requirements and are in good operating condition and are sufficient for the purposes to which they are used in the conduct of Seller and its Subsidiary’s business. (f) Each of the Real Property Leases and each of the Tenant Leases is in full force and effect, without amendment and, to the Knowledge of Seller, there exists no default or event of default or event, occurrence, condition or act, with respect to Seller or its Subsidiary or with respect to the other parties thereto, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder, except where such event of default would not reasonably be expected to, individually or in the aggregate, be material to Seller and its Subsidiary, taken as a whole. (g) Seller and its Subsidiary have operated the Owned Real Property and the Leased Premises, and the continued operation of the Owned Real Property and the Leased Premises in the manner it is used in Seller and its Subsidiary’s business will be, in accordance in all material respects with all applicable Laws. Prior to the date hereof, Seller has provided to Buyer a true, correct and complete copy of each Real Property Lease, Tenant Lease, title policy, survey, environmental report, and any other property condition report related to the Owned Real Property or Leased Premises, in each instance to the extent in the possession of Seller or its Subsidiary. (h) Except as would not be material to Seller, (i) subject to any applicable lease under which Seller and its Subsidiary lease Personal Property (as defined below), Seller and its Subsidiary have good, valid and marketable title to all Laws applicable thereto. Except for of the Subject Equipment personal property of Seller and equipment its Subsidiary consisting of the trade fixtures, shelving, furniture, on-premises ATMs, equipment, security systems, safe deposit boxes (exclusive of contents), vaults, sign structures and supplies excluding any items consumed or property held by the Sellers’ customersdisposed of, repair and service providers but including new items acquired, used or others obtained in the ordinary course of business consistent with past practices, all the operation of the Tangible business of Seller and its Subsidiary (“Personal Property”) and (ii) each of the leases under which Seller or its Subsidiary lease Personal Property included is valid, and in full force and effect, without default thereunder by the Transferred Assets is in lessee or, to the possession Knowledge of Seller, the Sellers or their Affiliateslessor. (i) No individual identified The Seller Entities currently maintain insurance that is, in the definition of “Knowledge light of the Sellers” Seller Entities’ operations, commercially reasonable in amount, scope and coverage. None of the Seller Entities has received written notice from any insurance carrier, including in relation to its directors and officers insurance policy, that (i) any Third Party Intellectual Propertypolicy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding $10,000 individually or in the Knowledge aggregate pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Seller and each Seller Entity has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. Seller has made no claims, and no claims are contemplated to be made, under its errors and omissions insurance or blanket bond. (j) The Assets of the Sellers, excluding Seller Entities include all material Assets required to operate the Third Party Intellectual Property, business of the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other PersonSeller Entities as presently conducted.

Assets. (a) The Transferred Except with respect to Retained Names, Fiber and any Assets are owned that constitute Real Property, the Company or a Subsidiary, as the case may be, has (or, upon consummation of the transactions contemplated by this Agreement and the Sellers and their Affiliates free and clear Transition Services Agreement, the Company, a Subsidiary or an Affiliate of all LiensParent, except for Permitted Liens. The Sellers or their Affiliates have as the case may be, will have) good and marketable valid title to, or, in the case of leased or a licensed Assets, valid and subsisting leasehold interest ininterests in or rights to use, respectively, all the tangible personal property reflected on the unaudited condensed, combined and consolidated balance sheet of the Transferred Assets. (b) Except Company and the Subsidiaries for the services provided under the Companion Agreements and general centralized administrative and corporate functions, fiscal year ended as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date 2014 or acquired thereafter (other than any personal property which has been disposed of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business and consistent with past practice practice), free and clear of all Encumbrances, except Permitted Encumbrances. The Company or a Subsidiary, as the case may be, has a Valid Right to the Fiber reflected on the unaudited condensed, combined and consolidated balance sheet of the Company and the Subsidiaries for the fiscal year ended as of December 31, 2014 or acquired thereafter. (iiib) The tangible personal property Assets (including the Fiber) conform in all material respects to all Laws requirements of applicable thereto. Except for the Subject Equipment Law relating to their use and equipment or property held by the Sellers’ customersoperation, repair and service providers or others have been maintained in the ordinary course of business and consistent with past practicespractice and are in good operating condition and repair, ordinary wear and tear excepted, in each case except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Subsidiaries, taken as a whole. The tangible personal property Assets (including the Fiber) are all of the Tangible Personal Property included tangible personal property assets necessary for or, in any material respect, used in the Transferred Assets is in the possession operation of the Sellers or their AffiliatesBusiness as currently conducted by the Company and the Subsidiaries. (ic) No individual identified The description of the Fiber as of March 31, 2015 (including the location and routes, the route miles and unused and total fiber miles of the Fiber on a county-by-county basis and the description of the Company’s and the Subsidiaries’ ownership thereof or Valid Right thereto) set forth in Section 3.16(c) of the Disclosure Schedule and in the definition of “Knowledge electronic data file relating to the Fiber provided by the Seller to Parent and the Purchaser prior to the date hereof is complete and correct in all material respects. The Company and the Subsidiaries have a Valid Right to the Fiber described in Section 3.16 (c) of the Sellers” has received written notice that Disclosure Schedule, and Section 3.16(c) of the Disclosure Schedule sets forth the approximate aggregate amount of route miles and fiber miles of Fiber (A) owned by the Company or any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; Subsidiary and (iiB) which the Company or any Subsidiary otherwise has a Valid Right to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the operation of the Business does notas it is currently conducted by the Company and the Subsidiaries, in each case as of March 31, 2015. The Company and the Subsidiaries have a Valid Right, or otherwise infringehave the right, violate or misappropriate to use all equipment necessary, in any material respect, to operate the Intellectual Property fiber optic network of any other Personthe Company and the Subsidiaries as currently operated by the Company and the Subsidiaries.

Assets. (a) The Transferred Assets are owned Section 3.23(a) of the Company Disclosure Schedule lists all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $100,000 by the Sellers and their Affiliates free and clear of all Liens, except for Permitted LiensParagon Companies relating to personal property used by the Paragon Companies or to which the Paragon Companies are a party. The Sellers Company made available to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or their Affiliates supplements thereto. (b) The Paragon Companies have a valid leasehold interest under each of the Personal Property Leases. There is no breach of any Personal Property Lease by the Paragon Companies or, to the Knowledge of the Company, by any other party thereto. The Paragon Companies and, to the Knowledge of the Company, each other party to each Personal Property Lease are in compliance in all material respects with all obligations of the Paragon Companies or such other party, as the case may be, thereunder. (c) Except as set forth on Section 3.23(c) of the Company Disclosure Schedule, the Paragon Companies have good and marketable title toto all their respective tangible assets, or a valid leasehold interest inincluding all assets on the Most Recent Balance Sheet (except for Inventory sold in the Ordinary Course of Business since December 31, 2017), free and clear of any and all Liens. Such tangible assets, along with all tangible assets leased by the Paragon Companies, include all assets currently used in the business of the Paragon Companies (except for Inventory and other assets sold in the Ordinary Course of Business since December 31, 2017) and are sufficient for the conduct of such business as currently conducted. (d) All tangible personal property owned by the Paragon Companies, and all of the Transferred Assets. (b) Except for items of tangible personal property used by the services provided Paragon Companies under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets Leases; (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary (subject to normal wear and tear excepted, given the use and age of such assets); (ii) are usable in the ordinary course Ordinary Course of business consistent with past practice Business; and (iii) conform in all material respects are adequate for the uses to all Laws applicable theretowhich they are being put. Except for maintenance and repairs in the Subject Equipment and equipment Ordinary Course of Business, none of such items of tangible personal property is in need of maintenance or property held repairs. Section 3.23(d) of the Company Disclosure Schedule lists all vehicles owned by the Sellers’ customers, repair and service providers Paragon Companies or others used or held for use in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. Paragon Companies’ businesses. All such owned vehicles are (i) No individual identified properly licensed and registered in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; accordance with applicable Law and (ii) insured pursuant to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Personan Insurance Policy.

Assets. (a) The Transferred Except with respect to Retained Names, Fiber and any Assets are owned that constitute Real Property, the Company or a Subsidiary, as the case may be, has (or, upon consummation of the transactions contemplated by this Agreement and the Sellers and their Affiliates free and clear Transition Services Agreement, the Company, a Subsidiary or an Affiliate of all LiensParent, except for Permitted Liens. The Sellers or their Affiliates have as the case may be, will have) good and marketable valid title to, or, in the case of leased or a licensed Assets, valid and subsisting leasehold interest ininterests in or rights to use, respectively, all the tangible personal property reflected on the unaudited condensed, combined and consolidated balance sheet of the Transferred Assets. (b) Except Company and the Subsidiaries for the services provided under the Companion Agreements and general centralized administrative and corporate functions, fiscal year ended as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date 2014 or acquired thereafter (other than any personal property which has been disposed of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business and consistent with past practice practice), free and clear of all Encumbrances, except Permitted Encumbrances. The Company or a Subsidiary, as the case may be, has a Valid Right to the Fiber reflected on the unaudited condensed, combined and consolidated balance sheet of the Company and the Subsidiaries for the fiscal year ended as of December 31, 2014 or acquired thereafter. (iiib) The tangible personal property Assets (including the Fiber) conform in all material respects to all Laws requirements of applicable thereto. Except for the Subject Equipment Law relating to their use and equipment or property held by the Sellers’ customersoperation, repair and service providers or others have been maintained in the ordinary course of business and consistent with past practicespractice and are in good operating condition and repair, ordinary wear and tear excepted, in each case except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Subsidiaries, taken as a whole. The tangible personal property Assets (including the Fiber) are all of the Tangible Personal Property included tangible personal property assets necessary for or, in any material respect, used in the Transferred Assets is in the possession operation of the Sellers or their AffiliatesBusiness as currently conducted by the Company and the Subsidiaries. (ic) No individual identified The description of the Fiber as of March 31, 2015 (including the location and routes, the route miles and unused and total fiber miles of the Fiber on a county-by-county basis and the description of the Company’s and the Subsidiaries’ ownership thereof or Valid Right thereto) set forth in Section 3.16(c) of the Disclosure Schedule and in the definition of “Knowledge electronic data file relating to the Fiber provided by the Seller to Parent and the Purchaser prior to the date hereof is complete and correct in all material respects. The Company and the Subsidiaries have a Valid Right to the Fiber described in Section 3.16(c) of the Sellers” has received written notice that Disclosure Schedule, and Section 3.16(c) of the Disclosure Schedule sets forth the approximate aggregate amount of route miles and fiber miles of Fiber (A) owned by the Company or any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; Subsidiary and (iiB) which the Company or any Subsidiary otherwise has a Valid Right to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the operation of the Business does notas it is currently conducted by the Company and the Subsidiaries, in each case as of March 31, 2015. The Company and the Subsidiaries have a Valid Right, or otherwise infringehave the right, violate or misappropriate to use all equipment necessary, in any material respect, to operate the Intellectual Property fiber optic network of any other Personthe Company and the Subsidiaries as currently operated by the Company and the Subsidiaries.

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 2016 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (d) (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (aExcept as set forth in Section 3.18(a) The Transferred Assets are owned by of the Sellers Company Disclosure Letter, each of the Company and their Affiliates the Company Subsidiaries has valid title to all of its material assets and properties free and clear of all LiensLiens other than (i) Liens reflected in the Unaudited Balance Sheet, except (ii) zoning, building codes and other land use Laws regulating the use or occupancy of any real property or the activities conducted thereon which are imposed by any Governmental Entity having jurisdiction over such real property which are not violated by the current use or occupancy of such real property, (iii) easements, covenants, conditions, restrictions or other similar matters affecting title to real property and other title defects which do not, individually or in the aggregate, materially impair the use or occupancy of such real property, (iv) mechanics’ or workmens’ Liens and similar Liens for Permitted Liens. The Sellers labor, materials or supplies provided with respect to any property incurred in the ordinary course of business for amounts which are not delinquent or which are being contested by appropriate proceedings and which hare not, individually or in the aggregate, material, (v) other imperfections of title or other Liens that do not, individually or in the aggregate, materially impair the value, marketability or continued use of the properties and assets and (vi) any Lien arising by or through Parent or Merger Sub or their Affiliates have good and marketable title to, or a valid leasehold interest inrespective Affiliates. (a) Except as set forth in Section 3.18(a) of the Company Disclosure Letter, all of the Transferred Assets. tangible personal property (bother than any Inventory) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof Company and the Transferred Assets collectively constituteCompany Subsidiaries, and taken as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitutea whole, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are is in good operating condition and in a state of good maintenance and repair consistent with current industry standardsrepair, ordinary subject to normal wear and tear exceptedtear, (ii) are and is usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliatesbusiness. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are owned Except as set forth on Schedule 4.7(a), the Assets, together with the Group Contracts identified on Schedule 4.7(a) and the rights and services to be provided by the Sellers to the Purchaser under the Transition Services Agreement, the License Agreements and their Affiliates free the Ground Lease, constitute all the properties, assets and clear of rights necessary to operate the Business in all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of material respects as it is currently conducted by the Transferred AssetsSellers. (b) Except for as set forth on Schedule 4.7(b), the services provided under Assets located at the Companion Agreements Geismar Facility (other than the Other Chemtura Business Equipment) and general centralized administrative and corporate functionsthe Assets located at the Monochem Facility, as of the date hereof the Transferred Assets collectively constitutein each case that are tangible personal property, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plantsstructures, improvements or fixtures are, taken as a whole and other assets included in the Transferred Assets (i) are having due regard for their age and length of use, in good repair and good operating condition and in a state of good maintenance and repair consistent with current industry standardscondition, ordinary wear and tear excepted, (ii) and are usable suitable for use in the ordinary course of business consistent with past practice Business as currently conducted. The Sellers and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment Purchaser acknowledge and equipment or property held by agree that the Sellers’ customersfinancial obligations with respect to the repair, repair upgrade or replacement of any Assets disclosed on Schedule 4.7(b) as exceptions to this Section 4.7(b) shall be as set forth in Section 6.29. Notwithstanding anything in this Section 4.7(b) to the contrary, (i) no representations and service providers warranties are being made by the Sellers with respect to the condition of, or others the suitability for use in the ordinary course of business consistent with past practicesBusiness of, all of the Tangible Personal Property any Other Chemtura Business Equipment included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) any Other Chemtura Business Equipment transferred to the Knowledge Purchaser under this Agreement is being transferred to the Purchaser on an “AS IS, WHERE IS” basis, in its present condition and state of the Sellersrepair, excluding the Third Party Intellectual Propertywith all faults, the other Transferred Assets do not, limitations and their use defects (hidden and apparent). The Purchaser hereby acknowledges and agrees to accept any Other Chemtura Business Equipment in the Business does notcondition it is in on the Closing Date based on its own inspection, otherwise infringe, violate or misappropriate the Intellectual Property of any other Personexamination and determination with respect thereto.

Assets. (a) The Transferred Assets are owned by Except as set forth on Section 2.5(a) of the Sellers and their Affiliates free and clear of all LiensDisclosure Schedule, except for Permitted Liens. The Sellers or their Affiliates have good the Company has good, valid and marketable title to, or a valid leasehold interest inand enforceable right to use under a Company Contract, all Contributed Assets and all other property and assets (whether tangible or intangible) used or held for use by the Company (or, prior to the Restructuring, by the Premier Parties) in connection with its business, including the B&I GPO Business, free and clear of the Transferred Assetsall Encumbrances other than Permitted Encumbrances. (b) Except for the services provided under the Companion Agreements There is no machinery, equipment, furniture and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated other tangible personal property owned by the Sellers from December 31Company with an initial, 2012 through the date non-depreciated book value of this Agreement and as at least Ten Thousand Dollars ($10,000). Each such item of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are tangible personal property is in good repair and good operating condition and in a state of good maintenance and repair consistent with current industry standardscondition, ordinary wear and tear excepted, (ii) are usable and is suitable for use in the ordinary course Ordinary Course of business consistent with past practice Business. All tangible personal property and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others inventory used in the ordinary course of business consistent with past practices, all operation of the Tangible Personal Property included in the Transferred Assets B&I GPO Business is in the possession of the Sellers Company or their Affiliatesa Premier Party. (ic) No individual identified Except as set forth on Section 2.5(c) of the Disclosure Schedule, the Premier Parties and their Affiliates have validly contributed all of the Contributed Assets, which constitute all of the contracts and agreements reasonably sufficient to operate the B&I GPO Business in substantially the same manner as operated by the Premier Parties before the Closing (other than the Excluded Contracts, the Consent Contracts (unless and until the Consent with respect thereto has been obtained during the period of two hundred and ten (210) days following the Closing, at which time, such Consent Contract shall become a Contributed Asset effective as of the effectiveness of such Consent), the A&R Channel Partnership Agreements and the Equityholder Closing Documents), including all accounts receivable (other than accounts receivable due to Premier Parties from Suppliers), and the Assumed Liabilities, associated with the Contributed Assets, to the Company. Complete and accurate copies of all agreements and other documentation relating to the Restructuring (including any and all amendments and modifications thereto) have been delivered to counsel for Buyer or made available by the Company to Buyer in the definition of “Knowledge of Data Room. Following the Sellers” has received written notice that any Third Party Intellectual PropertyRestructuring and after giving effect to the Transition Services Agreement and the A&R Channel Partnership Agreements, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual PropertyCompany, the other Transferred Assets do not, and their use Company’s assets are reasonably sufficient for the continued conduct of the B&I GPO Business by the Company after the Closing in the Business does notOrdinary Course of Business. After giving effect to the Transition Services Agreement, otherwise infringethe A&R Channel Partnership Agreements and the Equityholder Closing Documents, violate other than the Contributed Assets, the Excluded Contracts, the Consent Contracts and except as set forth on Section 2.5(c) of the Disclosure Schedule, there is no material property or misappropriate the asset (whether tangible or intangible) or service, including contract rights or rights to Intellectual Property assets, necessary for the conduct of the B&I GPO Business by the Company as of immediately after the Closing, the use of which is shared with any other Person.

Assets. (a) The Transferred Assets are owned by Except as disclosed in Section 3.20(a) of the Sellers Disclosure Schedule, a Seller or Century CP, as the case may be, owns, leases or has the legal right to use, in all material respects, all the properties and their Affiliates free and clear of all Liens, assets (except for Permitted Liensthe Environmental Permits, the contracts (whether or not Material Contracts), the Owned Intellectual Property and the Licensed Intellectual Property, the Real Property and the licenses (whether or not Material Licenses) as to which the provisions of Sections 3.16, 3.17, 3.18, 3.19 and 3.31, respectively, shall apply) and any other tangible personal property, used in the conduct of the Business or relating to the conduct of the Business, all of which properties, assets and rights (other than the Excluded Assets) constitute the "SELECTED BUSINESS ASSETS" and, together with the Environmental Permits, the contracts (whether or not Material Contracts), the Owned Intellectual Property and the Licensed Intellectual Property, the Real Property and the licenses (whether or not Material Licenses) constitute the "BUSINESS ASSETS". The Sellers A Seller or their Affiliates have Century CP, as the case may be, has in all material respects good and marketable title to, or, in the case of leased or a subleased Selected Business Assets, valid and subsisting leasehold interest interests in, all the Selected Business Assets, free and clear of all Encumbrances, except (i) as disclosed in Section 3.20(a) of the Transferred AssetsDisclosure Schedule; and (ii) Permitted Encumbrances. (b) Except for The Business Assets (taken together with the services provided under Shared Services Agreement) constitute all the Companion Agreements properties, assets and general centralized administrative rights used or held in, and corporate functionsall such properties, assets and rights as are necessary to the conduct of, the Business. None of the date hereof the Transferred Assets collectively constitute, and as officers or Senior Managers of the date immediately prior Sellers have actual knowledge of any physical condition, facts or circumstances relating to the Closing Date the Transferred Business Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate which would prevent the Business from continuing to be conducted in the manner operated by in which it is presently being conducted within existing capital and operating budgets taken as a whole. The parties recognize and agree that portions of the Sellers from December 31Real Property have been used in manufacturing operations for up to fifty years, 2012 through that conditions can change suddenly and that the date of this Agreement and as of immediately prior preceding sentence shall not constitute in any manner a representation, warranty or covenant with respect to the Closing Date, respectivelylatent defects or specific budget items. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included Except as set forth in the Transferred Assets (iSection 3.20(a) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (iior 3.20(c) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in Disclosure Schedule, the Transferred Sellers have the right to sell, assign, transfer, convey and deliver the Selected Business Assets is in to the possession Purchaser without material penalty or other material adverse consequences. Following the consummation of the transactions contemplated by this Agreement and the execution of the instruments of transfer contemplated by this Agreement, the Purchaser will own, with good, valid and marketable title, or lease, under valid and subsisting leases, or otherwise acquire the interests of the Sellers in the Selected Business Assets, free and clear of any Encumbrances, other than Permitted Encumbrances, and without incurring any material penalty or their Affiliatesother material adverse consequence. (id) No individual identified in the definition of “Knowledge The electric motors of the Sellers” has received written notice that any Third Party Intellectual Propertyhot line (including, or without limitation, the use of such Third Party Intellectual Property rewinders) have the nominal performance specifications, specified in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (iiSection 3.20(d) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other PersonDisclosure Schedule.

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the applicable Closing Date the applicable Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business (or applicable portion thereof) in the manner operated by the Sellers from December 31, 2012 2015 through the date of this Agreement and as of immediately prior to the applicable Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (d) (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Except as set forth in Section 3.16(a) of the Disclosure Schedule, the OGP Subsidiaries and the Asset Sellers legally and beneficially own, and the IPR Assignors legally own, lease, license or otherwise have the legal and beneficial right to use, or at the Closing will own, lease, license or otherwise have the legal and beneficial right to use, all the assets primarily used or held for use in the conduct of the OGP Business, including the assets currently subject to the Capital Modernization Program and the Purchased Assets are owned by (the Sellers and their Affiliates “OGP Assets”) free and clear of all LiensEncumbrances other than Permitted Encumbrances. Except as set forth in Section 3.16 of the Disclosure Schedule, (i) the OGP Subsidiaries and the Asset Sellers have good, valid and marketable title to or valid leasehold, license or other contractual interests in the OGP Assets free and clear of all Encumbrances other than Permitted Encumbrances and (ii) where capable of possession, the OGP Assets are under the control of the OGP Subsidiaries or the Asset Sellers, except for Permitted LiensOGP Assets that, in the ordinary course of business, are placed under the control of customers, suppliers, subcontractors or other third parties having commercial relations with the OGP Business. The Sellers or their Affiliates have good ABB Oleo e Gás, Manutencão e Modificação Ltda. and marketable title to, or a valid leasehold interest in, ABB Oleo & Gás Ltda. collectively own all of the Transferred Assetsservers, routers, switches, hubs and all ancillary cabling related thereto used exclusively by the OGP Business in Brazil, free and clear of all Encumbrances other than Permitted Encumbrances. (b) Except for the services provided Excluded Assets, and to the extent made available pursuant to the Related Agreements, the sale of the Shares and the Purchased Assets to Purchaser pursuant to this Agreement will convey to Purchaser (directly or indirectly) all of the tangible and intangible property primarily used by the OGP Subsidiaries and the Asset Sellers (whether owned, leased or held under license by the Companion Agreements OGP Subsidiaries or the Asset Sellers) in connection with the operation of the OGP Business as conducted by the OGP Subsidiaries and general centralized administrative and corporate functions, as of the Asset Sellers on the date hereof the Transferred Assets collectively constitute, including all tangible assets and as properties of the date immediately prior OGP Subsidiaries and the Asset Sellers relating to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the OGP Business reflected in the manner operated by most recent balance sheet included in the Sellers from Financial Statements and assets and properties acquired since December 31, 2012 through 2002 in the conduct of the OGP Business by the OGP Subsidiaries and the Asset Sellers but other than assets and properties disposed of since such date without violation of the terms and provisions of this Agreement and as of immediately prior to the Closing Date, respectivelyAgreement. (c) All items Except as set forth in Section 3.16(c) of Tangible Personal Property and buildingsthe Disclosure Schedule, plants, improvements and other assets included in the Transferred OGP Assets together with the rights granted to Purchaser pursuant to the Related Agreements are sufficient (itaken together with the Shares) are in good operating condition and to enable Purchaser to conduct the OGP Business immediately after the Closing in a state of good maintenance and repair manner consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all conduct of the Tangible Personal Property included in OGP Business on the Transferred Assets is in the possession date of the Sellers or their Affiliatesthis Agreement. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. CNF or Vantage Sub collectively have good and valid title to ------ the Assets (aother than any patents, marks, brands, names or logos included in the Assets), free and clear of any encumbrances, except for encumbrances referred to in Section 3.4(a) and minor liens that do not detract from the value of the Assets subject thereto or interfere with the present use and have not arisen other than in the ordinary course of business (collectively, "Permitted Encumbrances"). The Transferred delivery to HDA of the instruments of transfer listed in Section 2.2(a) will vest good, valid and exclusive title to the Assets are owned by in HDA (other than any patents, marks, brands, names or logos included in the Sellers and their Affiliates Assets), free and clear of all Liens, except for encumbrances of any kind other than Permitted LiensEncumbrances. The Sellers or their Affiliates have good Assets and marketable title to, or a valid leasehold interest in, the Excluded Assets together constitute all of the Transferred Assets. (b) Except for assets necessary to conduct the services provided under Vantage Business in substantially the Companion Agreements manner conducted by CNF and general centralized administrative and corporate functions, Vantage Sub as of the date hereof of this Agreement. All tangible property, real property improvements and personal property used in the Transferred Assets collectively constitute, Vantage Business is located on the Real Property except for such property or improvements which in the aggregate are not material to the Vantage Business and as are used by CNF or one of its subsidiaries (other than Vantage Sub) in a business other than the Vantage Business. All tangible assets and properties that are part of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standardsrepair, ordinary wear and tear excepted. Notwithstanding anything in this Agreement to the contrary, (ii) CNF and Vantage Sub are usable transferring only their right, title and interest, if any, in any patents and in the ordinary course of business consistent with past practice names and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment marks "VantageParts," "Consolidated Spring and equipment Alignment Company" and "Commercial Trailer Parts and Supply Company" and make no representation or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or warranty whatsoever concerning their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Propertyownership of, or right to use, any patents or the use of such Third Party Intellectual Property in the Businessnames and marks "Vantage Parts," "Consolidated Spring and Alignment Company" and "Commercial Trailer Parts and Supply Company" or any derivation thereof, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) except to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use extent provided in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other PersonSection 3.14.

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all As of the Transferred AssetsClosing Date, Kxxxxxx will not own any real property. Schedule 4.8(a) (Property) contains a true and correct legal description and street address for each parcel of real property leased by Kxxxxxx as lessee (the “Leased Real Property”) and a description of each item of personal property which is leased by Kxxxxxx as lessee (the “Leased Personal Property”). All of the applicable leases relating to the Leased Real Property and the Leased Personal Property are also listed on Schedule 4.8(a) (the “Leases”) and true and complete copies of each of the Leases have been provided to ELC. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08otherwise disclosed on Schedule 4.8(b) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively.attached hereto: (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) all the assets of Kxxxxxx are either (i) owned free and clear of all security interests, mortgages, pledges, liens, conditional sales agreements, leases, encumbrances or charges of any nature whatsoever, or (ii) leased by Kxxxxxx as lessee under the Leases; (ii) neither Kxxxxxx nor any other party to any Lease is in default thereunder in any material respect and there are no defenses or offsets by either party thereto against the other, and the consummation of the Contemplated Transaction will not affect or impair the terms, validity or enforceability thereof or require the consent of any party thereto; (iii) none of the Leased Real Property is subject to any leasehold interest or tenancy or other right to use or occupancy held by or in favor of any person or entity other than Kxxxxxx; (iv) Kapadia’s use of the Leased Real Property as it has been used in connection with the operation of its business is in compliance with all applicable zoning and other Legal Requirements; (v) the assets of Kxxxxxx, including those that are leased under the Leases, include all assets and properties, real and personal, tangible and intangible, of every kind and description used or held for use in connection with its business and operations and are in good operating condition and in a state repair (with the exception of good maintenance and repair consistent with current industry standards, ordinary normal wear and tear excepted, tear) and are free from defects other than minor defects that do not materially interfere with the continued use thereof in conduct of normal operations; and (iivi) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all none of the Tangible Personal operations of Kxxxxxx carried on at the Leased Real Property included in encroach upon any adjacent real property and no notice or other communication to the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice effect that any Third Party Intellectual Property, such encroachment has occurred or is existing has been received by Kxxxxxx or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other PersonStockholder.

Assets. (a) The CCBU Transferred Assets are owned by the Sellers CCBU Parties and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers CCBU Parties or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the CCBU Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the CCBU Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the CCBU Transferred Assets (as may be adjusted pursuant to Section 5.085.08(a)) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the CCBU Business in the manner operated by the Sellers CCBU Parties from December 31, 2012 2016 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of CCBU Tangible Personal Property and buildings, plants, improvements and other assets included in the CCBU Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the CCBU Subject Equipment and equipment or property held by the SellersCCBU Parties’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the CCBU Tangible Personal Property included in the CCBU Transferred Assets is in the possession of the Sellers CCBU Parties or their Affiliates. (d) (i) No individual identified in the definition of “Knowledge of the SellersCCBU Parties” has received written notice that any CCBU Third Party Intellectual Property, or the use of such CCBU Third Party Intellectual Property in the Business, CCBU Business infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the SellersCCBU Parties, excluding the CCBU Third Party Intellectual Property, the other CCBU Transferred Assets do not, and their use in the CCBU Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are Each of the Company Entities has good and marketable title to all assets owned by them, and valid leasehold interests in all assets leased by them, that are material to the Sellers and their Affiliates conduct of the Business (collectively, the “Assets”), in each case free and clear of all Liens, Encumbrances except for (i) the obligations of the Company Entities under any end-user license agreements, (ii) Permitted LiensEncumbrances and (iii) Encumbrances which solely secure Debt that will be included within the Estimated Closing Debt to be reflected on the Estimated Closing Statement. The Sellers or their Affiliates have Upon consummation of the Closing, after giving effect to the payments of Debt to be made pursuant to Section 2.05 of this Agreement and the terms of any end-user license agreements, the Company Entities will hold good and marketable title to, or a valid leasehold interest in, to all of the Transferred Assets. assets owned by them, free and clear of all Encumbrances other than (bx) Except for Permitted Encumbrance and (y) the services provided under the Companion Agreements and general centralized administrative and corporate functions, as obligations of the date hereof the Transferred Company Group under any end-user license agreements. The Assets collectively constitute, and as of the date Company Group that will be assets of the Company Group immediately prior to after the Closing Date consummation of the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, Merger represent all of the assets, properties, rights assets and interests properties necessary to operate conduct the Business business of the Company Group, as presently conducted and, collectively, represent all of the assets and properties used or currently intended for use in the manner operated by conduct of the Sellers from December 31business of the Company Group, 2012 through the date of this Agreement and as of immediately prior to the Closing Datepresently being conducted, respectively. (c) All items of Tangible Personal Property and buildingsincluding without limitation, plants, improvements and other assets included in the Transferred Assets (i) all software products owned or licensed by the Company Group and/or marketed under the Company’s name, and all e-data management system products, and all components and modules thereto and the source code, object code, data and documentation associated therewith and the copyrights (registered and non-registered), trade secrets, trademarks, tradenames and other proprietary rights associated therewith; (ii) all fixed assets related thereto; (iii) any and all customer lists related thereto; (iv) all customer contracts; (v) all vendor contracts; and (vi) the goodwill associated therewith. Set forth on Schedule 3.16(a) of the Company Disclosure Schedule is a listing of all current and prior corporate names of the Company and its Subsidiaries, all assumed names under which the Company and its Subsidiaries conduct business and all names of all predecessor companies of the Company Group, including the names of any entities acquired by any entity in the Company Group (by stock purchase, merger or otherwise) or owned by any such entity or from which any such entity previously acquired material assets. All machinery, plant and equipment, furniture, fixtures and other material items of personal property used in the Business are in good operating condition and fit for operation in a state the Ordinary Course of good maintenance and repair consistent with current industry standards, ordinary Business (subject to normal wear and tear exceptedtear) with no known defects that could reasonably be expected to materially interfere with the conduct of normal operations of such machinery, (ii) equipment, furniture, fixtures and other personal property and are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except suitable for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliatespurposes for which they are currently being used. (ib) No individual identified Section 3.16(b) of the Company Disclosure Schedule sets forth each lease of personal property requiring annual payments by the Company Group in excess of $25,000 annually (“Personal Property Leases”) relating to personal property used in the definition of “Knowledge Business or to which any of the Sellers” entities in the Company Group is a party. Prior to the date hereof, the Company has provided the Purchaser with access to true and complete copies of the Personal Property Leases, including all material amendments, modifications and supplements, if any, thereto. Each of the Personal Property Leases is in full force and effect and none of the entities in the Company Group has received written any notice of any default or event that any Third Party Intellectual Propertywith notice or lapse of time, or both, would constitute a material default by any of the use of such Third Party Intellectual Property entities in the BusinessCompany Group under any of the Personal Property Leases and, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the SellersCompany, excluding the Third Party Intellectual Property, the no other Transferred Assets do not, and their use party is in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Personmaterial default thereof.

Assets. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Hakkasan Contributed Entities, taken as a whole: (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have each Hakkasan Contributed Entity has good and marketable title to, or a valid leasehold interest interests in, all of the Transferred Assets.assets that it purports to own, lease or license (including all material, tangible property and assets reflected on the Hakkasan Unaudited Balance Sheet or acquired after the date of the Hakkasan Unaudited Balance Sheet), free and clear of all Encumbrances (except for (i) Permitted Encumbrances, or (ii) assets that have been disposed of since the date of the Hakkasan Unaudited Balance Sheet in the Ordinary Course); (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights tangible assets owned or leased by each Hakkasan Contributed Entity are in operating condition (Ordinary Course wear and interests necessary tear and latent defects excepted) and are adequate for the uses to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively.which they are being put; (c) All items all of Tangible Personal Property the assets and buildingsrights owned, plantsleased or licensed by each Hakkasan Contributed Entity (including any Intellectual Property) constitute all the assets and rights used or held for use in connection with the business of such Hakkasan Contributed Entity as it is conducted on the date hereof and as was conducted as of December 31, improvements and other assets 2019, as reflected on the balance sheet as of such date included in the Transferred Assets Hakkasan Audited Financial Statements (taking into account the COVID-19 Measures set forth in Section 3.24 of the Hakkasan Parent Disclosure Schedule); (d) such assets and rights constitute all the assets and rights necessary, and are sufficient in all material respects, for each Hakkasan Contributed Entity to continue to conduct its business following the Closing in substantially the same manner as it is conducted on the date hereof and as was conducted as of December 31, 2019 as reflected on the balance sheet as of such date included in the Hakkasan Audited Financial Statements (taking into account the COVID-19 Measures set forth in Section 3.24 of the Hakkasan Parent Disclosure Schedule); and (e) (i) are in good operating condition and in a state by transfer of good maintenance and repair consistent with current industry standardsthe Hakkasan Contributed Interests to TAO pursuant to this Agreement, ordinary wear and tear exceptedHakkasan Parent is transferring the Hakkasan Business to TAO, (ii) immediately following the consummation of the Closing, the Hakkasan Contributed Entities will have good and valid title to, or valid rights to use, all the assets and rights necessary, and are usable in the ordinary course of business consistent with past practice and (iii) conform sufficient in all material respects to all Laws applicable thereto. Except for continue, to conduct the Subject Equipment Hakkasan Business in substantially the same manner as it is conducted on the date hereof and equipment or property held by as was conducted as of December 31, 2019, as reflected on the Sellers’ customers, repair and service providers or others in the ordinary course balance sheet as of business consistent with past practices, all of the Tangible Personal Property such date included in the Transferred Assets Hakkasan Audited Financial Statements (taking into account the COVID-19 Measures set forth in Section 3.24 of the Hakkasan Parent Disclosure Schedule), and (iii) except for the Hakkasan Contributed Entities, no Person that is an Affiliate of Hakkasan Parent (including, solely for purposes of this Section 3.11(e), any Subsidiaries of the Person specified in Section 3.11(e) of the Hakkasan Parent Disclosure Schedule) or any director, manager or officer of any such Person has any ownership interest in or valid right to use any assets or rights used in the possession of the Sellers or their AffiliatesHakkasan Business. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. 4.3.1 The Company and each of its Subsidiaries has good and valid title to, a valid and subsisting leasehold interest in (aas applicable) The Transferred Assets are owned by or has the Sellers legal right to use, all of its properties and their Affiliates assets, free and clear of all Liens, except for Encumbrances other than Permitted LiensEncumbrances. The Sellers or their Affiliates have good Company and marketable title to, or a valid leasehold interest in, each of its Subsidiary’s properties and assets (a) constitute all of the Transferred Assets. assets (tangible and intangible), properties, rights, and services necessary and sufficient for the continued conduct of the Business as presently being conducted and as it relates to the Products, (b) Except for the services provided under the Companion Agreements have been and general centralized administrative and corporate functionsare maintained in accordance with good business practice, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and repair and are not in a state need of good maintenance or repairs, except for ordinary, routine maintenance and repair consistent with current industry standards, ordinary wear repairs and tear excepted, (iid) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except suitable for the Subject Equipment purposes for which they are used and equipment intended to be used. 4.3.2 The Company and each of its Subsidiaries owns, or property held by has the Sellers’ customersright to use pursuant to a valid and enforceable written Contract (an “IP Contract”), repair its Intellectual Property relating to the Products, free and service providers clear of any Encumbrances. To the best of Seller’s Knowledge, such Intellectual Property is valid and enforceable, and Seller is not aware of any asserted or others in unasserted claim to the ordinary course contrary. Immediately after the Closing, the Company and each of business consistent with past practices, its Subsidiaries will own or have the right to use all of its Intellectual Property relating to the Tangible Personal Property included Products on the same terms and conditions as those in effect immediately prior to the Transferred Assets Closing. Seller has provided true and complete copies, including any and all amendments thereto, of the Fxxxxx License and Supply Agreement and any and all other IP Contracts relating to the Products to the Purchaser. Each IP Contract (including the Fxxxxx License and Supply Agreement, the Asset Purchase Agreement between Valeant Pharmaceuticals Luxembourg SARL and Seller, dated November 4, 2015, and the Contribution Agreement between the Company and Seller, dated December 3, 2015) is in full force and effect and constitutes the possession legal, valid, binding, and enforceable obligation of the Sellers Company or their Affiliates. (i) No individual identified its Subsidiaries, as applicable, and each other party thereto except, in each case, as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights or by general principles of equity affecting the definition availability of “Knowledge specific performance and other equitable remedies. To the best of Seller’s Knowledge, neither the Sellers” has received written notice that Company nor any Third Party Intellectual Propertyof its Subsidiaries nor, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of Seller, any other party is in breach, violation of or default under any IP Contract relating to the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do notProducts, and their use in no event has occurred which (with or without notice, lapse of time or both) would constitute a breach, violation or default, or permit termination, modification or acceleration, of or under any IP Contract relating to the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property Products. No party to any IP Contract has repudiated any provision of any other PersonIP Contract relating to the Products.