Sufficiency of Assets; Title Sample Clauses

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) 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) As of the Closing, (i) the Acquired Ag 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 Ag Acquisition Documents and (B) pursuant to and in accordance with Section 5.10, Section 5.11, Section 5.12, Section 5.19(b) 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 Ag 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 3.9(a) of the Descartes Disclosure Schedule (the “Excluded Descartes Services”)) necessary to conduct the Ag 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 being made operational after repair in the ordinary course of business consistent with past practice). (b) Except as would not be material to the Ag Business, taken as a whole, Descartes 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 Ag 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 in the Ag Financial Data (except for personal property disposed of since December 31, 2016 in the ordinary course of business), and (ii) all of the properties and assets purchased or otherwise acquired by Descartes since December 31, 2016 (except for personal property acquired and sold since December 31, 2016 in the ordinary course of business), free and clear of all Liens other than Permitted Liens. (c) Upon consummation of the Ag Acquisition, Fermat will have acquired good and valid title to all of the assets and properties related to the Ag Business, free and clear of all Liens other than Permitted Liens, excep...

Sufficiency of Assets; Title. The Seller Parties, the Companies and their applicable Affiliates and, from and after the Reorganization, solely the Companies will, own and have good and valid title to, or a valid license to use or leasehold interest in, the assets (including the Acquired Assets) of the Companies, free and clear of all Liens, except for Permitted Liens. Except for the items set forth in Section 4.17 of the Seller Disclosure Letter, the Acquired Assets, the Overlap Contracts and the rights of the Companies pursuant to the Transaction Agreements (other than Additional Services and Excluded Services (each as defined in the Transition Services Agreement)), together with the assets of the Canadian Company, constitute all of the assets necessary or reasonably required for the operation and conduct of the Business in all material respects. Except for employees of the Seller Parties and their Affiliates that will, following the Closing, provide services as contemplated by the Transition Services Agreement (only with respect to such services) and the Exclusive Distribution Agreement (only with respect to the matters set forth therein), the Business Employees constitute all of the personnel that devote a meaningful amount of their time to the conduct of the Business. Except for the Seller Parties and any Affiliate of the Seller Parties that will, following the Closing, provide services pursuant to the Transition Services Agreement (only with respect to such services) and the Exclusive Distribution Agreement (only with respect to the matters set forth therein), after giving effect to the Reorganization, (i) the Seller Parties and their Affiliates (other than the Companies) do not (x) hold, lease or license any assets (including the Acquired Assets) of any Company or (y) have any direct or indirect right, title or interest in or to any such asset and (ii) no other Affiliate of the Seller Parties is engaged in the Business or owns or has the right to use any such asset. From and after the Reorganization, Delaware NewCo shall not hold as of such time and as of Closing any assets other than the Acquired Assets or have any Liabilities other than the Assumed Liabilities. The Canadian Company has not (i) assumed any Liability of any Seller Party or its Affiliates or (ii) other than any cash distributions made by it to Global Trading as its sole stockholder, transferred any of its assets to any Seller Party or its Affiliates, during the twelve months preceding the date hereof, and will not...

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) 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. 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. (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. (a) The Purchased Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, owned or licensed by Seller and necessary and sufficient to operate Seller’s business in the manner presently operated, except for the Excluded Assets. (b) Except as provided in Schedule 3.3(b)(i), Seller owns good, valid and transferable title to, or valid, subsisting and transferable leasehold or license interests in Purchased Assets (which leased or licensed Purchased Assets are set forth on Schedule 3.3(b)(ii)), free and clear of any Encumbrances except Permitted Encumbrances and, except as set forth in such Schedule 3.3(b)(i), none of the Purchased Assets is owned by any Person other than Seller (including jointly with any other Person, including Affiliates of Seller); provided that the representations in this Section 3.3(b) do not apply to Intellectual Property, which is covered exclusively in Section 3.16. (c) Except as set forth on Schedule 3.3(c), 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 of Seller or otherwise in the ordinary course of business and is free from latent and patent defects in design, workmanship and materials. 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 Tangible Personal Property in accordance with this Agreement, Buyer will acquire good and valid title to the Tangible Personal Property owned by Seller, free and clear of any Encumbrances except Permitted Encumbrances. Notwithstanding anything in Section 3.3(c), the representations in this Section 3.3(c) do not apply to Inventory, which is covered exclusively in Section 3.5.