Sufficiency of Assets; Title Sample Clauses

Sufficiency of Assets; Title. (a) Except for items included in the TWC Excluded Assets or as described on Schedule 5.4(a), (i) the TWC Native Assets are all of the assets of the TWC Group owned, used or held for use primarily in connection with the operation of the TWC Native System, and (ii) the right, title and interest in the TWC Native Assets conveyed to the applicable TWC Newcos pursuant to the TWC Native Newco Transaction shall be sufficient to permit the applicable TWC Newcos to operate the TWC Native System substantially as they are being operated by the TWC Group immediately prior to the Closing and in compliance with all material Legal Requirements and, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, in compliance with all contractual requirements that comprise part of the Comcast Native Assumed Liabilities. At the Closing, the applicable TWC Native Newcos will have good and marketable title to (or in the case of assets that are leased, valid leasehold interests in) the tangible TWC Native Assets free and clear of any Liens, other than Permitted Liens (disregarding clause (d) of the definition thereof), except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, the representation contained in the immediately preceding sentence shall not apply with respect to any TWC Native Owned Property or TWC Native Leased Property with respect to which the TWC Group has delivered a Title Policy, or a Title Commitment to deliver a Title Policy, as provided in Section 7.1. (b) Except as described on Schedule 5.4(b), the TWC Native Tangible Personal Property and improvements on the TWC Native Owned Property and real property subject to the TWC Native Real Property Interests are in all material respects adequate for their present uses.

Sufficiency of Assets; Title. (a) Except for items included in the Excluded Assets or as described on Schedule 6.4(a), (i) the Transferred Assets are all of the assets of Time Warner Cable or its Affiliates owned, used or held for use primarily in connection with the operation of the Transferred Systems, and (ii) the right, title and interest in the Transferred Assets conveyed to Holdco pursuant to the Holdco Transaction shall be sufficient to permit Holdco to operate the Transferred Systems substantially as they are being operated by Time Warner Cable and its Affiliates immediately prior to the Holdco Transaction and in compliance with all material Legal Requirements and, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, in compliance with all contractual requirements that comprise part of the Assumed Liabilities. At the Closing, Holdco will have good and marketable title to (or in the case of assets that are leased, valid leasehold interests in) the tangible Transferred Assets free and clear of any Liens, other than Permitted Liens (disregarding clause (d) of the definition thereof), except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, the representation contained in the immediately preceding sentence shall not apply with respect to any Owned Property or Leased Property with respect to which Time Warner Cable has delivered a Title Policy, or a Title Commitment to deliver a Title Policy, as provided in Section 8.1. (b) Except as described on Schedule 6.4(b), the Tangible Personal Property and improvements on Owned Property and real property subject to Real Property Interests are in all material respects adequate for their present uses.

Sufficiency of Assets; Title. (a) As of the Closing, (i) the Acquired H&N Assets, taking into account the assets, services, products, real property, Intellectual Property and IT Assets provided, acquired, leased or licensed at the Closing (A) under the H&N Acquisition Documents and (B) pursuant to and in accordance with Section 5.10, Section 5.11, Section 5.12, Section 5.19(d) and Section 5.23, are sufficient in all material respects for, and constitute all of the assets (other than (A) the services of Governmental Entities or third party utility providers (and assets of Governmental Entities or third party utility providers related to the provision of such services) provided to the H&N Business in the ordinary course of business and of a type generally provided by Governmental Entities or third party utility providers to similarly situated Persons and (B) the services set forth on Section 4.9(a) of the Fermat Disclosure Schedule (the “Excluded Fermat Services”)) necessary to conduct the H&N Business in the manner currently conducted and as currently contemplated to be conducted and (ii) such assets are in reasonably good condition and repair, to the extent tangible (subject to normal wear and tear consistent with the age of the assets and properties) and shall be operational (except in any de minimis respect) (or shall be capable of (b) Except as would not be material to the H&N Business, taken as a whole, Fermat has, or will at or immediately prior to the Closing have, good and valid title or a valid leasehold interest in and to all of the assets and properties related to the H&N Business (whether real, personal, or mixed and whether tangible or intangible) that it purports to own or lease, as applicable, including (i) all of the assets and properties reflected as owned on the H&N Business Financial Statements (except for personal property disposed of since the date of the H&N Balance Sheet Date in the ordinary course of business), and (ii) all of the properties and assets purchased or otherwise acquired by Fermat since the H&N Balance Sheet Date (except for personal property acquired and sold since the H&N Balance Sheet Date in the ordinary course of business), free and clear of all Liens other than Permitted Liens. (c) Upon consummation of the H&N Acquisition, Descartes will have acquired good and valid title to all of the assets and properties related to the H&N Business, free and clear of all Liens other than Permitted Liens, except as would not be material to the H&N Business, t...

Sufficiency of Assets; Title. (a) Except as set forth in Section 4.20(a) of the GPC Disclosure Letter, and after giving effect to the Internal Reorganization, the assets and rights of the SpinCo Companies and the employment of the SpinCo Business Employees, together with the services and assets to be provided, the licenses to be granted and the other arrangements contemplated by the Transaction Documents, shall, in the aggregate, constitute all of the assets and rights necessary to conduct, in all material respects, the SpinCo Business immediately after the Closing independent of GPC and its then Subsidiaries in substantially the same manner as currently conducted by the SPR Entities. (b) The SpinCo Companies have, in all material respects, good and valid title to, or valid leases, licenses or rights to use, all assets described in Section 4.20(a) or otherwise reflected on the audited combined balance sheets of the SPR Entities as of December 31, 2017 or acquired after such date (other than any assets disposed of since such date in the ordinary course of business consistent with past practice), free and clear of all Liens, other than Permitted Liens (except with respect to the SpinCo Leased Real Property, which is the subject of the representations and warranties set forth in Section 4.14). (c) Immediately after consummation of the Distribution, except for this Agreement and the other Transaction Documents, (i) SpinCo and the SpinCo Companies will owe no obligations or Liabilities to GPC and its Subsidiaries and (ii) there will be no Contracts between SpinCo or any SpinCo Company, on the one hand, and GPC or any of its Subsidiaries, on the other hand.

Sufficiency of Assets; Title. (a) Immediately following the consummation of the Merger, the Company Entities, and, unless the Asset Purchase Agreement has been terminated pursuant to Section 9.1(b) thereof, Purchaser Company and its Subsidiaries, taken as a whole, will, taking into account the services to be provided pursuant to the Transition Services Agreement and the Intellectual Property to be licensed or assigned pursuant to the Intellectual Property Agreement, own or have a right to use all of the assets and other rights (tangible and intangible) used in the Business as it is conducted as of the Applicable Closing. (b) Subject to the transactions contemplated by the Asset Purchase Agreement and the Intellectual Property Agreement, the Company and the Company Subsidiaries have good, valid and marketable title to their respective owned properties and assets (tangible and intangible) free and clear of any material Liens, other than Permitted Liens.

Sufficiency of Assets; Title. Except as otherwise provided in this Agreement and after giving effect to the Internal Reorganization, the Tiger Assets and the employment of the Tiger Service Providers, together with the services and assets to be provided, the licenses to be granted and the other arrangements contemplated by the Separation Agreement and the Ancillary Agreements (including the services available under the Transition Services Agreement), shall, in the aggregate, constitute all of the assets of the Company and its Subsidiaries necessary to conduct, in all material respects, the Tiger Business immediately after the Closing in substantially the same manner as currently conducted by the Company and its Subsidiaries. The Company and its Subsidiaries have, and immediately after the Separation, SpinCo, the SpinCo Transferred Subsidiaries, the Direct Sale Purchaser and the Direct Sale Transferred Subsidiaries will have good and valid title to, or valid leases, licenses or rights to use, all of the Tiger Assets, free and clear of all Liens, other than Permitted Liens, except as would not reasonably be expected to be, individually or in the aggregate, material to the Tiger Business, taken as a whole.

Sufficiency of Assets; Title. Except as otherwise provided in this Agreement and after giving effect to the Internal Separation, the Transferred Assets and the employment of the Business Employees, together with the services and assets to be provided, the licenses to be granted and the other arrangements contemplated by the Transaction Documents, shall, in the aggregate, constitute all of the assets necessary to conduct, in all material respects, the Business immediately after the Closing in substantially the same manner as currently conducted by Dow. Dow has, in all material respects, good and valid title to, or valid leases, licenses or rights to use, all of the Transferred Assets (except for the Transferred Owned Real Property, Transferred Leased Real Property and the Transferred Facilities, which are the subject of the representations and warranties set forth in Section 4.12).

Sufficiency of Assets; Title. Except as set forth in Schedule 4.12, (i) the assets, properties and rights of the Company and its Subsidiary comprise all of the material assets, properties and rights of every type and description, whether real or personal, tangible or intangible, necessary for the continued operation of the business in all material respects of the Company and its Subsidiary as conducted in the Ordinary Course and (ii) except for contractual liens, the Company or its Subsidiary has good title to, or holds pursuant to valid and enforceable leases, such assets, properties and rights, free and clear of all Liens.

Sufficiency of Assets; Title. (a) The Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary and sufficient to operate Seller’s Business in the manner presently operated or contemplated by Seller. Seller owns good, valid and transferable title to, or valid, subsisting and transferable leasehold or license interests in (which leased or licensed Assets are set forth on Schedule 3.3(a)), free and clear of any Encumbrances other than Seller Encumbrances, which will be released at the Closing. Except as set forth in such Schedule 3.3(a), none of the Assets is owned by any Person other than Seller (including jointly with any other Person, including Affiliates of Seller). (b) Except as set forth on Schedule 3.3(b), each item of Tangible Personal Property is in good repair and good operating condition, ordinary wear and tear excepted, is fit for its intended use and suitable for immediate use in the Business or otherwise in the ordinary course of business and is free from latent and patent defects in design, workmanship and materials and are in full conformity with their applicable specifications and technical documentation. No item of Tangible Personal Property is in need of repair or replacement other than as part of routine maintenance in the ordinary course of business. Upon the sale, conveyance, transfer, assignment and delivery of the Assets in accordance with this Agreement, Buyer will acquire good and valid title to or, in the case of any Intellectual Property Assets licensed or sublicensed to Seller as of the time immediately prior to Closing, a valid license or sublicense, to the Acquired Assets, free and clear of any Encumbrances. (c) Except as disclosed in Schedule 3.3(c), none of Seller’s assets is subject to any Encumbrance, all of which Encumbrances shall be removed on or prior to the Closing Date, subject to Section 5.4(e). A true, complete and correct list of Retired Indebtedness and Seller Encumbrances is set forth on such Schedule 3.3(c).

Sufficiency of Assets; Title. (a) As of the Closing, the Purchased Assets (i) taking into account the Transaction Documents and all of the assets, services, products, and real property (other than Intellectual Property Rights and Technology) to be provided, acquired, leased or licensed under the Transaction Documents, (ii) assuming all Approvals have been obtained or transferred, (iii) excluding the Excluded Services (as such term is defined in the Transition Services Agreement), (iv) assuming all Business Employees remain employed by, or a contractor or consultant of, the Business at the Closing and (v) assuming that Purchaser enters into sufficient replacements for the Excluded Enterprise Agreements and Specified Excluded Contracts set forth on Section 3.7(a) of the Seller Disclosure Schedules, constitute all of the assets necessary to conduct the Business in all material respects in the manner conducted by Seller as of immediately prior to the Closing. The foregoing is not, and is not intended to be, a representation or warranty of any kind with respect to Intellectual Property Rights, which representations and warranties are solely as set forth in Section 3.8. (b) Seller or one of the Seller Entities has good and valid title to, or a valid leasehold interest or license to, or the right to transfer (or cause to be transferred) in accordance with the terms of this Agreement and the transactions contemplated hereby, all of the Purchased Assets, free and clear of all Liens (other than Permitted Liens). The foregoing is not, and is not intended to be, a representation or warranty of any kind with respect to Intellectual Property Rights, which representations and warranties are solely as set forth in Section 3.8.