Common use of Sufficiency of and Title to Assets Clause in Contracts

Sufficiency of and Title to Assets. The assets owned, leased, or licensed by the Company and its Subsidiaries as of the date hereof (and for the avoidance of doubt, immediately following the consummation of the Transactions) constitute all material assets used in connection with the business of the Company and its Subsidiaries, and such assets constitute all the assets necessary for the Company and its Subsidiaries to continue to conduct its business in the same manner as they are presently being conducted or proposed to be conducted. Except as set forth in Schedule 2.23 and for physical damage for which adequate accruals are reflected in the Interim Financial Statements, the Rolling Stock, taken as a whole, (i) is in the Company’s possession and control, (ii) is in good operating condition and repair (subject to normal wear, repairs, and maintenance), (iii) is usable in the ordinary course of business, (iv) is properly and currently licensed and registered and is otherwise in conformance with applicable Legal Requirements, Permits, warranties and maintenance schedules relating to its construction, manufacture, modification, use and operation, (v) is in good operating condition as compared to tractors and trailers of its age and type and (vi) has been maintained and serviced in a manner materially consistent with manufacturers’ recommendations and requirements, United States Department of Transportation (“USDOT”) standards and the standards of any other Governmental Authority applicable to the Rolling Stock. Schedule 2.23-1 sets forth the Rolling Stock owned or leased by the Company or any of its Subsidiaries as of the date of the Latest Balance Sheet (and indicates whether such Rolling Stock is either owned or leased), and, except for acquisitions and dispositions in the ordinary course of business since such date, such Rolling Stock is owned or leased by the Company or the applicable Subsidiary of the Company as of the Closing Date. The assets of the Company and its Subsidiaries are not subject to any Lien, except for Liens disclosed on Schedule 2.23 and Liens not securing any Indebtedness that are immaterial individually and in the aggregate.

Sufficiency of and Title to Assets. The assets ownedCombined Company owns or licenses, leased, or licensed by the Company and its Subsidiaries as of the date hereof (and for the avoidance of doubt, immediately following upon the consummation of the TransactionsMerger and the Stock Purchase Parent or the Surviving Company will own or license, all right, title and interest in and to all of the properties, assets, Contracts and rights of any kind, whether tangible or intangible, real or personal (including, without limitation, the Company IP), necessary to enable the Company (prior to the Closing) constitute all material assets used and Parent and the Surviving Company (after the Closing) to conduct the Company Business as presently conducted (the "Company Assets"), free and clear of any Encumbrances other than Permitted Encumbrances. Except as expressly set forth in connection with the business Section 4.8 or Section 4.15 of the Company Disclosure Schedule (and its Subsidiariesexcept as to matters not required to be disclosed by the express terms of Section 4.8) , and such assets constitute the Combined Company owns all the assets necessary for of the Company and its Subsidiaries to continue to conduct its business in the same manner as they are presently being conducted or proposed to be conductedAssets. Except as expressly set forth in Section 4.8 or Section 4.15 of the Company Disclosure Schedule 2.23 (and except as to matters not required to be disclosed by the express terms of Section 4.8), no licenses or consents from, or payments to, any Person are or will be necessary for physical damage for Parent to use any of the Company Assets in substantially the manner in which adequate accruals are reflected the Combined Company is using the Company Assets. Except as expressly set forth in Section 4.8 or Section 4.15 of the Interim Financial StatementsCompany Disclosure Schedule (and except as to matters not required to be disclosed by the express terms of Section 4.8), the Rolling Stock, taken as a whole, no restrictions will exist on Parent's right (i) is in to sell, resell, license or sublicense any of the Company’s possession and controlCompany Assets that the Combined Company currently sells, resells, licenses, sublicenses or otherwise distributes or (ii) is in good operating condition and repair (subject to normal wear, repairs, and maintenance), (iii) is usable engage in the ordinary course Company Business, nor will any such restrictions be placed on Parent as a consequence of businessthe Merger, (iv) is properly and currently licensed and registered and is otherwise in conformance with applicable Legal Requirements, Permits, warranties and maintenance schedules relating to its construction, manufacture, modification, use and operation, (v) is in good operating condition as compared to tractors and trailers of its age and type and (vi) has been maintained and serviced in a manner materially consistent with manufacturers’ recommendations and requirements, United States Department of Transportation (“USDOT”) standards and the standards of any other Governmental Authority applicable to the Rolling Stock. Schedule 2.23-1 sets forth the Rolling Stock owned or leased by the Company Purchase or any of its Subsidiaries as the other transactions contemplated by this Agreement or any of the date Ancillary Agreements. The Combined Company has sole right, title and interest in and to all of the Latest Balance Sheet (and indicates whether such Rolling Stock is either owned or leased), and, except for acquisitions and dispositions in the ordinary course of business since such date, such Rolling Stock is owned or leased by assets on the Company or the applicable Subsidiary Balance Sheet, free and clear of the Company as of the Closing Date. The assets of the Company and its Subsidiaries are not subject to any Lien, except for Liens disclosed on Schedule 2.23 and Liens not securing any Indebtedness that are immaterial individually and in the aggregateEncumbrances other than Permitted Encumbrances.

Sufficiency of and Title to Assets. The assets owned, leased(a) HNS or one or more of its Subsidiaries has good and valid title in and to, or licensed by a valid leasehold interest in, or a valid license for, each of the Company Contributed Assets free and clear of any and all Encumbrances, except for Permitted Encumbrances and such other Encumbrances which will be released on or prior to Closing. Subject to the receipt of any Consents of the third parties listed on Section 4.4 of the Disclosure Schedule, HNS and its Subsidiaries Subsidiaries, as applicable, has the right and power to contribute, convey, assign, transfer and deliver to Newco good and valid title in and to, or a valid leasehold interest in, or a valid license for, all of the date hereof Contributed Assets, free and clear of any and all Encumbrances, except for Permitted Encumbrances, and except as would not reasonably be expected to have a Material Adverse Effect on the Business. (b) The Transferred Subsidiaries have good and valid title in and to, or a valid leasehold interest in, or a valid license for, the Transferred Subsidiary Assets, free and clear of any and all Encumbrances, except for Permitted Encumbrances and such other Encumbrances which will be released on or prior to Closing. None of the Transferred Subsidiary Assets constitutes state-owned assets as such term is understood under the Laws of the People's Republic of China, except for the avoidance of doubtAssets leased or licensed from state-owned companies. (c) Except for the Financial Support Arrangements and except for Intellectual Property, immediately following the consummation Business Assets, together with the services to be provided under the Transition Services Agreement and the services to be provided under the Spaceway Services Agreement, constitute, and on the Closing Date, will constitute, all of the Transactions) constitute all material assets used Assets and services which HNS and its Affiliates, currently use in connection with the business VSAT Business or which are currently being developed as part of the Company and its SubsidiariesSpaceway Business, and such assets constitute all shall be sufficient to enable Newco to operate the assets necessary for the Company and its Subsidiaries to continue to conduct its business Business in the same manner as they are presently being conducted or proposed to be conducted. Except as set forth in Schedule 2.23 and for physical damage for which adequate accruals are reflected in the Interim Financial Statements, the Rolling Stock, taken as a whole, (i) is in the Company’s possession and control, (ii) is in good operating condition and repair (subject to normal wear, repairs, and maintenance), (iii) is usable in the ordinary course of business, (iv) is properly and currently licensed and registered and is otherwise in conformance with applicable Legal Requirements, Permits, warranties and maintenance schedules relating to its construction, manufacture, modification, use and operation, (v) is in good operating condition as compared to tractors and trailers of its age and type and (vi) has been maintained and serviced in a manner materially consistent with manufacturers’ recommendations and requirements, United States Department of Transportation (“USDOT”) standards and the standards of any other Governmental Authority applicable to the Rolling Stock. Schedule 2.23-1 sets forth the Rolling Stock owned or leased by the Company or any of its Subsidiaries as of it was operated on the date of the Latest Balance Sheet (hereof and indicates whether such Rolling Stock is either owned or leased), and, except for acquisitions and dispositions in the ordinary course of business since such date, such Rolling Stock is owned or leased by the Company or the applicable Subsidiary of the Company as of the Closing Date. The assets of the Company and its Subsidiaries are not subject to any Lien, except for Liens disclosed on Schedule 2.23 and Liens not securing any Indebtedness that are immaterial individually and in the aggregateat Closing.

Sufficiency of and Title to Assets. The assets owned(a) Except as set forth on Schedule 3.24(a) of the Seller Disclosure Schedules, leasedthe Target Companies currently have and, or licensed by the Company and its Subsidiaries as of the date hereof (and for the avoidance of doubt, immediately following the consummation of the TransactionsContemplated Transactions (taking into account the services to be provided under the Transition Services Agreement) constitute will have, as of the Closing, good and valid title to, or other legal rights to possess and use, all of the material assets (tangible and intangible), properties and rights (including all Intellectual Property and information technology) necessary to conduct the Business (including as conducted in the twelve (12) month period prior to the Closing Date) in all material assets used in connection with the business of the Company and its Subsidiaries, and such assets constitute all the assets necessary for the Company and its Subsidiaries to continue to conduct its business in the same manner as they are presently being conducted or proposed to be conducted. respects. (b) Except as set forth in on Schedule 2.23 3.24(b) of the Seller Disclosure Schedules and for physical damage for which adequate accruals are reflected in except as would not reasonably be expected to be, material to the Interim Financial Statements, the Rolling StockTarget Companies, taken as a whole, all of the tangible properties and assets that are material to the operation of the Business have been maintained in accordance with normal industry practice and are in reasonable operating condition and repair in all material respects, subject to ordinary wear and tear. (c) Except as presented in the reserve for obsolete inventory on the Financial Statements, all Inventory is, and as of the Closing will be, of quality and quantity commercially usable and saleable in the ordinary course of the Business consistent with past practice. Except as otherwise set forth on Schedule 3.24(c) of the Seller Disclosure Schedules, (i) all Inventory (other than goods in transit) is in the Company’s possession and controllocated at a Leased Real Property, (ii) is there are no consigned products included in good operating condition the Inventory nor does the Business have any of the Inventory consigned to any third party and repair (subject to normal wear, repairs, and maintenance), (iii) is usable the Target Companies have the right to freely sell, dispose, transfer and move the Inventory without restriction. (d) To Seller’s knowledge, all of the trade receivables owed to any Target Company are valid obligations arising from sales actually made or services actually performed in the ordinary course of business. (e) Except as set forth on Schedule 3.24(e) of the Seller Disclosure Schedules, during the twelve (iv12) is properly and currently licensed and registered and is otherwise in conformance with applicable Legal Requirements, Permits, warranties and maintenance schedules relating to its construction, manufacture, modification, use and operation, (v) is in good operating condition as compared to tractors and trailers of its age and type and (vi) has been maintained and serviced in a manner materially consistent with manufacturers’ recommendations and requirements, United States Department of Transportation (“USDOT”) standards and the standards of any other Governmental Authority applicable months prior to the Rolling Stock. Schedule 2.23-1 sets forth Agreement Date until the Rolling Stock owned Closing Date, the Target Companies have not transferred, sold, distributed or leased by assigned any assets, rights or Contracts that are material to the Company or any of its Subsidiaries as operations of the date of Target Companies to the Latest Balance Sheet Seller or its Affiliates (and indicates whether such Rolling Stock is either owned or leased), and, other than the Target Companies) except for acquisitions and dispositions distributions of cash or sales of inventory in the ordinary course of business since such date, such Rolling Stock is owned or leased by the Company or the applicable Subsidiary of the Company as of the Closing Date. The assets of the Company and its Subsidiaries are not subject to any Lien, except for Liens disclosed on Schedule 2.23 and Liens not securing any Indebtedness that are immaterial individually and in the aggregatebusiness.

Sufficiency of and Title to Assets. (a) The assets owned, leased, or licensed by the Company and its Subsidiaries as of the date hereof Business (including the CE Facility), together with the services to be provided to the Purchaser pursuant to the Interim Services Agreement, constitute, and for on the avoidance of doubtClosing Date will constitute, immediately following the consummation all of the Transactions) constitute all material assets used in connection with and services that are necessary to permit the business operation of the Company and its Subsidiaries, and such assets constitute all the assets necessary for the Company and its Subsidiaries to continue to conduct its business Business in substantially the same manner as they are presently such operations have heretofore been conducted. (b) Schedule B.09 of the Disclosure Schedule correctly describes all real property used or held for use primarily in the Business (the "Real Property"), which the Seller or CE owns, leases, operates or subleases, and any Liens thereon (other than Permitted Liens), specifying in the case of leases or subleases, the name of the lessor or sublessor, the lease term and basic annual rent. (c) The Seller or CE, as the case may be, has good and marketable title to, or in case of leased Real Property or personal property, has valid leasehold interests in the CE Facility and the assets of CE (whether real, personal, tangible or intangible) reflected on the Opening Statement or acquired after the date of the Opening Statement and owned or leased as of the Closing Date, except for properties and assets sold since the date of the Opening Statement in the ordinary course of business consistent with past practices. None of the assets of CE or the CE Facility is subject to any Lien, except: (i) Liens disclosed on Schedule B.09 of the Disclosure Schedule; (ii) Liens disclosed on the Opening Statement; (iii) Liens for Taxes not yet due or being conducted contested in good faith by appropriate proceedings; (iv) rights and licenses granted to others in Intellectual Property; and (v) Liens that do not materially detract from the value of such asset of CE or proposed to be conducted. the CE Facility, or materially interfere with any present or intended use of such asset of CE or the CE Facility (clauses (i)-(v) of this Section B.09(c) are, collectively, the "Permitted Liens"). (d) Except as set forth in on Schedule 2.23 B.09 of the Disclosure Schedule, the material plants, buildings, structures and for physical damage for which adequate accruals are reflected equipment included in the Interim Financial Statementsassets of CE and the CE Facility have no material defects, the Rolling Stock, taken as a whole, (i) is in the Company’s possession and control, (ii) is are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (subject giving due account to normal wearthe age and length of use of same, repairsordinary wear an tear excepted), are adequate and suitable for their present uses and, in the case of plants, buildings and other structures, are structurally sound. (e) Except as set forth on Schedule B.09 of the Disclosure Schedule, the material plants, buildings and structures included in the assets of CE and the CE Facility currently have access to public roads or valid easements over private streets or private property for such ingress to and egress from all such plants, buildings and structures and water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other public utilities, in each case as is necessary for the conduct of the Business as it has heretofore been conducted. None of the structures on the Real Property encroaches upon real property of another Person, and maintenance), (iii) is usable in the ordinary course of business, (iv) is properly and currently licensed and registered and is otherwise in conformance with applicable Legal Requirements, Permits, warranties and maintenance schedules relating to its construction, manufacture, modification, use and operation, (v) is in good operating condition as compared to tractors and trailers of its age and type and (vi) has been maintained and serviced in a manner materially consistent with manufacturers’ recommendations and requirements, United States Department of Transportation (“USDOT”) standards and the standards no structure of any other Governmental Authority applicable to the Rolling Stock. Schedule 2.23-1 sets forth the Rolling Stock owned or leased by the Company or Person substantially encroaches upon any of its Subsidiaries as of the date of the Latest Balance Sheet (and indicates whether such Rolling Stock is either owned or leased), and, except for acquisitions and dispositions in the ordinary course of business since such date, such Rolling Stock is owned or leased by the Company or the applicable Subsidiary of the Company as of the Closing Date. The assets of the Company and its Subsidiaries are not subject to any Lien, except for Liens disclosed on Schedule 2.23 and Liens not securing any Indebtedness that are immaterial individually and in the aggregateReal Property.

Sufficiency of and Title to Assets. The assets owned, leased(a) HNS or one or more of its Subsidiaries has good and valid title in and to, or licensed by a valid leasehold interest in, or a valid license for, each of the Company Contributed Assets free and clear of any and all Encumbrances, except for Permitted Encumbrances and such other Encumbrances which will be released on or prior to Closing. Subject to the receipt of any Consents of the third parties listed on Section 4.4 of the Disclosure Schedule, HNS and its Subsidiaries Subsidiaries, as applicable, has the right and power to contribute, convey, assign, transfer and deliver to Newco good and valid title in and to, or a valid leasehold interest in, or a valid license for, all of the date hereof Contributed Assets, free and clear of any and all Encumbrances, except for Permitted Encumbrances, and except as would not reasonably be expected to have a Material Adverse Effect on the Business. (b) The Transferred Subsidiaries have good and valid title in and to, or a valid leasehold interest in, or a valid license for, the Transferred Subsidiary Assets, free and clear of any and all Encumbrances, except for Permitted Encumbrances and such other Encumbrances which will be released on or prior to Closing. None of the Transferred Subsidiary Assets constitutes state-owned assets as such term is understood under the Laws of the People’s Republic of China, except for the avoidance of doubtAssets leased or licensed from state-owned companies. (c) Except for the Financial Support Arrangements and except for Intellectual Property, immediately following the consummation Business Assets, together with the services to be provided under the Transition Services Agreement and the services to be provided under the Spaceway Services Agreement, constitute, and on the Closing Date, will constitute, all of the Transactions) constitute all material assets used Assets and services which HNS and its Affiliates, currently use in connection with the business VSAT Business or which are currently being developed as part of the Company and its SubsidiariesSpaceway Business, and such assets constitute all shall be sufficient to enable Newco to operate the assets necessary for the Company and its Subsidiaries to continue to conduct its business Business in the same manner as they are presently being conducted or proposed to be conducted. Except as set forth in Schedule 2.23 and for physical damage for which adequate accruals are reflected in the Interim Financial Statements, the Rolling Stock, taken as a whole, (i) is in the Company’s possession and control, (ii) is in good operating condition and repair (subject to normal wear, repairs, and maintenance), (iii) is usable in the ordinary course of business, (iv) is properly and currently licensed and registered and is otherwise in conformance with applicable Legal Requirements, Permits, warranties and maintenance schedules relating to its construction, manufacture, modification, use and operation, (v) is in good operating condition as compared to tractors and trailers of its age and type and (vi) has been maintained and serviced in a manner materially consistent with manufacturers’ recommendations and requirements, United States Department of Transportation (“USDOT”) standards and the standards of any other Governmental Authority applicable to the Rolling Stock. Schedule 2.23-1 sets forth the Rolling Stock owned or leased by the Company or any of its Subsidiaries as of it was operated on the date of the Latest Balance Sheet (hereof and indicates whether such Rolling Stock is either owned or leased), and, except for acquisitions and dispositions in the ordinary course of business since such date, such Rolling Stock is owned or leased by the Company or the applicable Subsidiary of the Company as of the Closing Date. The assets of the Company and its Subsidiaries are not subject to any Lien, except for Liens disclosed on Schedule 2.23 and Liens not securing any Indebtedness that are immaterial individually and in the aggregateat Closing.