Common use of Sufficiency of Assets; Title Clause in Contracts

Sufficiency of Assets; Title. (a) Except for the Excluded Services (as defined in the Transition Services Agreement) and except as set forth in Schedule 4.17(a), the assets, properties, Contracts and rights of the Target Companies and the employment of the Business Employees, together with the services and assets to be provided under the Transition Services Agreement, will, in the aggregate, constitute, in all material respects, all of the assets, properties, Contracts and rights necessary to conduct the Business immediately after the Closing independent of Seller and its Subsidiaries in all material respects in the same manner as currently conducted by the Target Companies and has been conducted by Seller and its Subsidiaries since December 1, 2018. Except for the services and assets to be provided under the Transition Services Agreement, there are no Shared Contracts (as defined in the EIS Purchase Agreement) used in the Business and with respect to which neither of the Target Companies is a party thereto. (b) Except as set forth on Schedule 4.17(b), the Target Companies have good, marketable and valid title to, or valid leases, licenses or rights to use, all tangible properties and tangible assets used by them (except with respect to properties and assets made available for use by the Target Companies pursuant to the Transition Services Agreement and the Excluded Services (as defined in the Transition Services Agreement)) or otherwise reflected on the Latest Balance Sheet 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. The Target Companies’ equipment and other material tangible assets are in good operating condition (normal wear and tear excepted) and are fit in all material respects for use in the ordinary course of business. (c) As of the Closing, except for this Agreement and the Ancillary Agreements, (i) the Target Companies will owe no obligations or Liabilities to Seller and its other Subsidiaries, (ii) there will be no Contracts (including intercompany balances) between either Target Company, 30 LEGAL02/39540989v11

Sufficiency of Assets; Title. (a) Except for as otherwise provided in this Agreement and after giving effect to the Excluded Services (as defined in the Transition Services Agreement) and except as set forth in Schedule 4.17(a)Internal Reorganization, the assets, properties, Contracts and rights of the Target Companies SpinCo Assets and the employment of the Business SpinCo Employees, together with the services and assets to be provided provided, the licenses to be granted and the other arrangements contemplated by the Separation Agreement, the Ancillary Agreements (including the services available under the Transition Services Agreement) and the commercial arrangements set forth on Schedule 4.18 of the Citrix Disclosure Letter (the “Commercial Arrangements”), willshall, in the aggregate, constituteconstitute all of the assets necessary to conduct, in all material respects, all of the assets, properties, Contracts and rights necessary to conduct the SpinCo Business immediately after the Closing independent of Seller and its Subsidiaries in all material respects in substantially the same manner as currently conducted by the Target Companies and has been conducted by Seller Citrix and its Subsidiaries since December 1, 2018Subsidiaries. Except for the services and assets to be provided under the Transition Services AgreementPermitted Encumbrances, there are no Shared Contracts (as defined in the EIS Purchase Agreement) used in the Business and with respect to which neither of the Target Companies is a party thereto. (b) Except as set forth on Schedule 4.17(b), the Target Companies have good, marketable Citrix has good and valid title to, or valid leases, licenses or rights to use, all tangible properties and tangible assets of the SpinCo Assets material to the SpinCo Business. Except for (a) the Excluded Assets to be used by them (except with respect the Retained Citrix Entities to properties and assets made available for use by provide the Target Companies pursuant services to the Transition Services Agreement and the Excluded Services (as defined Transferred Subsidiaries described in the Transition Services Agreement), (b) the Intellectual Property subject to the IP License Agreement and (c) the Commercial Arrangements, none of the Excluded Assets are used or otherwise reflected on the Latest Balance Sheet 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. The Target Companies’ equipment and other material tangible assets are in good operating condition (normal wear and tear excepted) and are fit in all material respects held for use in any material respect in connection with the ordinary course of business. (c) As SpinCo Business, and none of the ClosingSpinCo Assets are used or held for use in any material respect in Citrix’s business other than the SpinCo Business. Except with respect to services or products contemplated to be provided pursuant to the Separation Agreement, the Ancillary Agreements or the Commercial Arrangements, none of the Intercompany Agreements is material to the SpinCo Business. Immediately after consummation of the Distribution and the other transactions contemplated by the Separation Agreement, except for this Agreement Agreement, the Separation Agreement, the Ancillary Agreements and the Ancillary AgreementsCommercial Arrangements, (i) SpinCo and the Target Companies Transferred Subsidiaries will owe no obligations or Liabilities to Seller Citrix and its other Subsidiaries, and vice versa, and (ii) there will be no Contracts (including intercompany balances) between either Target CompanySpinCo or any Transferred Subsidiary, 30 LEGAL02/39540989v11on the one hand, and Citrix or any of its Subsidiaries, on the other hand.

Sufficiency of Assets; Title. (a) Except for the Excluded Services (as defined in the Transition Services Agreement) and except as set forth in Schedule 4.17(a)The Seller Parties, the assets, properties, Contracts and rights of the Target Companies and their applicable Affiliates and, from and after the employment of Reorganization, solely the Business Employees, together with the services and assets to be provided under the Transition Services Agreement, Companies will, in the aggregate, constitute, in all material respects, all of the assets, properties, Contracts own and rights necessary to conduct the Business immediately after the Closing independent of Seller and its Subsidiaries in all material respects in the same manner as currently conducted by the Target Companies and has been conducted by Seller and its Subsidiaries since December 1, 2018. Except for the services and assets to be provided under the Transition Services Agreement, there are no Shared Contracts (as defined in the EIS Purchase Agreement) used in the Business and with respect to which neither of the Target Companies is a party thereto. (b) Except as set forth on Schedule 4.17(b), the Target Companies have good, marketable good and valid title to, or a valid leaseslicense to use or leasehold interest in, licenses or 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 to use, all tangible properties and tangible assets used by them (except with respect to properties and assets made available for use by of the Target Companies pursuant to the Transition Transaction Agreements (other than Additional Services Agreement and the Excluded Services (each as defined in the Transition Services Agreement)) or otherwise reflected on the Latest Balance Sheet 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 together with the assets of the Canadian Company, constitute all of the assets necessary or reasonably required for the operation and clear conduct of all Liens, other than Permitted Liens. The Target Companies’ equipment and other material tangible assets are in good operating condition (normal wear and tear excepted) and are fit the Business in all material respects respects. Except for use in employees of the ordinary course of business. (c) As of Seller Parties and their Affiliates that will, following the Closing, except for this provide services as contemplated by the Transition Services Agreement (only with respect to such services) and the Ancillary AgreementsExclusive 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 Target Companies will owe no obligations Seller Parties and their Affiliates (other than the Companies) do not (x) hold, lease or Liabilities license any assets (including the Acquired Assets) of any Company or (y) have any direct or indirect right, title or interest in or to Seller any such asset and its other Subsidiaries, (ii) there 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 be no Contracts not hereafter (including intercompany balancesi) between either Target Companyassume 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 (and duly reflected in the calculation of the Net Equity Adjustment Amount), 30 LEGAL02/39540989v11transfer any of its assets to any Seller Party or its Affiliates.

Sufficiency of Assets; Title. (a) Except for As of the Excluded Services Closing, (as defined in i) the Transition Services Agreement) and except as set forth in Schedule 4.17(a)Acquired Ag Assets, taking into account the assets, propertiesservices, Contracts products, real property, Intellectual Property and rights of IT Assets provided, acquired, leased or licensed at the Target Companies and the employment of the Business Employees, together with the services and assets to be provided Closing (A) under the Transition Services AgreementAg Acquisition Documents and (B) pursuant to and in accordance with Section 5.10, willSection 5.11, in the aggregateSection 5.12, constituteSection 5.19(b) and Section 5.23, are sufficient in all material respectsrespects for, and constitute all of the assets, properties, Contracts assets (other than (A) the services of Governmental Entities or third party utility providers (and rights 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 immediately after the Closing independent of Seller and its Subsidiaries in all material respects in the same manner currently conducted and as currently conducted by the Target Companies and has been conducted by Seller and its Subsidiaries since December 1, 2018. Except for the services and assets contemplated to be provided under conducted and (ii) such assets are in reasonably good condition and repair, to the Transition Services Agreement, there are no Shared Contracts extent tangible (as defined in subject to normal wear and tear consistent with the EIS Purchase Agreement) used in the Business and with respect to which neither age of the Target Companies is a party thereto. (bassets and properties) Except as set forth on Schedule 4.17(b), the Target Companies have good, marketable and valid title to, or valid leases, licenses or rights to use, all tangible properties and tangible assets used by them shall be operational (except with respect to properties and assets in any de minimis respect) (or shall be capable of being made available for use by the Target Companies pursuant to the Transition Services Agreement and the Excluded Services (as defined in the Transition Services Agreement)) or otherwise reflected on the Latest Balance Sheet or acquired operational after such date (other than any assets disposed of since such date 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, Liens other than Permitted Liens. The Target Companies’ equipment and other material tangible assets are in good operating condition (normal wear and tear excepted) and are fit in all material respects for use in the ordinary course of business. (c) As Upon consummation of the ClosingAg 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, except for this Agreement as would not be material to the Ag Business, taken as a whole; provided, that the foregoing is subject to the limitation that certain transfers, assignments, licenses, sublicenses, provisions, leases and subleases (as the Ancillary Agreementscase may be) of Proceedings, (i) assets, services, Contracts, Permits, Environmental Permits and any claim or right or benefit arising thereunder or resulting therefrom, may require the Target Companies will owe no obligations or Liabilities consent to Seller and its other Subsidiariestransfer, (ii) there will be no Contracts (including intercompany balances) between either Target Company, 30 LEGAL02/39540989v11assign,