Common use of Sufficiency of Assets; Title Clause in Contracts

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, 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 case may be) of Proceedings, assets, services, Contracts, Permits, Environmental Permits and any claim or right or benefit arising thereunder or resulting therefrom, may require the consent to transfer, assign, license, sublicense, lease or sublease (as the case may be) of a third party which has not been obtained, and that such matters are addressed in the Acquisition Documents and Sections 5.10 and 5.11 of this Agreement. Section 4.10

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 ofof being made operational after repair in the ordinary course of business consistent with past practice). (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 1414958.12A-NYCSR03A - MSW of all Liens other than Permitted Liens, except as would not be material to the H&N 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 case may be) of Proceedings, assets, services, Contracts, Permits, Environmental Permits and any claim or right or benefit arising thereunder or resulting therefrom, may require the consent to transfer, assign, license, sublicense, lease or sublease (as the case may be) of a third party which has not been obtained, and that such matters are addressed in the Acquisition Documents and Sections 5.10 and 5.11 of this Agreement. Section 4.10.

Sufficiency of Assets; Title. (a) As of the Closing, (i) the Acquired H&N 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 H&N Ag Acquisition Documents and (B) pursuant to and in accordance with Section 5.10, Section 5.11, Section 5.12, Section 5.19(d5.19(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 H&N 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 4.9(a3.9(a) of the Fermat Descartes Disclosure Schedule (the “Excluded Fermat Descartes Services”)) necessary to conduct the H&N 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 ofof being made operational after repair in the ordinary course of business consistent with past practice). (b) Except as would not be material to the H&N Ag Business, taken as a whole, Fermat 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 H&N 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 on in the H&N Business Ag Financial Statements Data (except for personal property disposed of since the date of the H&N Balance Sheet Date December 31, 2016 in the ordinary course of business), and (ii) all of the properties and assets purchased or otherwise acquired by Fermat Descartes since the H&N Balance Sheet Date December 31, 2016 (except for personal property acquired and sold since the H&N Balance Sheet Date December 31, 2016 in the ordinary course of business), free and clear of all Liens other than Permitted Liens. (c) Upon consummation of the H&N Ag Acquisition, Descartes Fermat will have acquired good and valid title to all of the assets and properties related to the H&N Ag Business, free and clear of all Liens other than Permitted Liens, except as would not be material to the H&N 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 case may be) of Proceedings, assets, services, Contracts, Permits, Environmental Permits and any claim or right or benefit arising thereunder or resulting therefrom, may require the consent to transfer, assign, license, sublicense, lease , (d) The Compound Library is the only library of compounds that is owned or sublease possessed by Descartes or any of its Subsidiaries in connection with Descartes’s or its Subsidiaries’ crop protection business for discovery. (e) EMN-08 is the only compound or R&D project within the Retained Descartes Pipeline identified as the case may be) having Seed Treatment potential that is proprietary to Descartes outside of a third party which has not been obtained, and that such matters are addressed in the Acquisition Documents and Sections 5.10 and 5.11 of this Agreement. Section 4.10Seed Treatment.

Sufficiency of Assets; Title. (a) As of the Closing, (i) the Acquired H&N 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 H&N Ag Acquisition Documents and (B) pursuant to and in accordance with Section 5.10, Section 5.11, Section 5.12, Section 5.19(d5.19(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 H&N 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 4.9(a3.9(a) of the Fermat Descartes Disclosure Schedule (the “Excluded Fermat Descartes Services”)) necessary to conduct the H&N 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 ofof being made operational after repair in the ordinary course of business consistent with past practice). (b) Except as would not be material to the H&N Ag Business, taken as a whole, Fermat 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 H&N 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 on in the H&N Business Ag Financial Statements Data (except for personal property disposed of since the date of the H&N Balance Sheet Date December 31, 2016 in the ordinary course of business), and (ii) all of the properties and assets purchased or otherwise acquired by Fermat Descartes since the H&N Balance Sheet Date December 00, 0000000.00X-XXXXX00X - XXX 0000 (except for personal property acquired and sold since the H&N Balance Sheet Date December 31, 2016 in the ordinary course of business), free and clear of all Liens other than Permitted Liens. (c) Upon consummation of the H&N Ag Acquisition, Descartes Fermat will have acquired good and valid title to all of the assets and properties related to the H&N Ag Business, free and clear of all Liens other than Permitted Liens, except as would not be material to the H&N 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 case may be) of Proceedings, assets, services, Contracts, Permits, Environmental Permits and any claim or right or benefit arising thereunder or resulting therefrom, may require the consent to transfer, assign, license, sublicense, lease or sublease (as the case may be) of a third party which has not been obtained, and that such matters are addressed in the Acquisition Documents and Sections 5.10 and 5.11 of this Agreement. Section 4.10. (d) The Compound Library is the only library of compounds that is owned or possessed by Descartes or any of its Subsidiaries in connection with Descartes’s or its Subsidiaries’ crop protection business for discovery. (e) EMN-08 is the only compound or R&D project within the Retained Descartes Pipeline identified as having Seed Treatment potential that is proprietary to Descartes outside of Seed Treatment.