Common use of Sufficiency of Assets Clause in Contracts

Sufficiency of Assets. The Sellers and Purchased Entities have, and (except for assets sold or otherwise disposed of in the ordinary course of business after the date hereof in compliance with Section 6.1 hereof) on the Closing Date will have, all of the rights, title and interest to all tangible Purchased Assets and all tangible assets of the Purchased Entities, free and clear of any mortgage, lien, pledge, security interest, option, right of first refusal, right of first offer, or similar charges (“Liens”), other than Permitted Encumbrances. Subject to the last sentence of this Section 4.17, except as set forth in Section 4.17 of the Disclosure Schedule (but including the goods and services provided by the Sellers and their Affiliates under the Ancillary Agreements and Section 6.3 of this Agreement), the Purchased Assets and the assets of the Purchased Entities constitute all of the material assets (real, personal, tangible, intangible or otherwise) used or held for use in the Business as it is currently operated and are sufficient in all material respects to conduct and operate the Business from and after the Closing Date in the same manner as currently conducted. Notwithstanding the foregoing, the immediately preceding sentence does not apply to Intellectual Property. With respect to Intellectual Property, the Sellers represent and warrant only that the Acquired Intellectual Property together with the Intellectual Property licensed to Purchaser under the Intellectual Property License Agreement constitutes all the Intellectual Property necessary to make, use and sell the Existing Products; provided that the Sellers make no representation or warranty with respect to any Intellectual Property to the extent associated with Excluded Products. Except as set forth in Section 4.17 of the Disclosure Schedule, none of the Sellers’ Affiliates own, utilize or have an interest in any material assets of, perform any material services for, or on behalf of, or provide any material group purchasing benefits to, or with respect to, the Business. Notwithstanding the foregoing, the representations and warranties contained in this Section 4.17 do not apply to infringement or misappropriation of any Intellectual Property arising in connection with the conduct or operation of the Business, all representations and warranties related thereto being covered in their entirety and exclusively under Section 4.8.

Sufficiency of Assets. (a) On the Closing Date (assuming receipt of all consents, approvals and authorizations set forth in Schedule 5.3(b)), except as set forth on Schedule 5.13, the assets and Contracts of the Acquired Company and the Acquired Assets will, taking into account the Transition Services Agreement, constitute all of the rights, property and assets necessary to conduct the Business immediately following the Closing in all material respects as currently conducted and as conducted during the twelve (12) months prior to the Closing; provided, however, that nothing in this Section 5.13 shall be deemed to constitute a representation or warranty as to the adequacy of the amounts of Cash and Cash Equivalents or Working Capital (or the availability of the same). The Sellers Business has good and Purchased Entities havevalid title to personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date, other than properties and (except for assets sold or otherwise disposed of in the ordinary course of business after the date hereof in compliance consistent with Section 6.1 hereof) on the Closing Date will have, all of the rights, title past practice. All such properties and interest to all tangible Purchased Assets and all tangible assets of the Purchased Entities, are free and clear of any mortgage, lien, pledge, security interest, option, right of first refusal, right of first offer, or similar charges (“Liens”), Encumbrances other than Permitted Encumbrances. Subject to the last sentence . (b) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of this Section 4.17, except as set forth in Section 4.17 tangible personal property of the Disclosure Schedule Acquired Company or included in the Acquired Assets (but including i) are structurally sound, (ii) are in good operating condition and repair (save for ordinary wear and tear) and (iii) are adequate for the goods and services provided by uses to which they are being put, in each case of the Sellers and their Affiliates under the Ancillary Agreements and Section 6.3 of this Agreementforegoing clauses (i), the Purchased Assets (ii) and the assets of the Purchased Entities constitute all of the material assets (realiii), personal, tangible, intangible or otherwise) used or held for use in the Business as it is currently operated and are sufficient in all material respects to conduct and operate respects. (c) All inventory of the Business from consists of a quality and after the Closing Date quantity usable and salable in the same manner as currently conductedordinary course of business consistent with past practice in all material respects, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. Notwithstanding the foregoing, the immediately preceding sentence does not apply to Intellectual Property. With respect to Intellectual Property, the Sellers represent and warrant only that All such inventory is owned by the Acquired Intellectual Property together with the Intellectual Property licensed to Purchaser under the Intellectual Property License Agreement constitutes Company or an Asset Seller free and clear of all the Intellectual Property necessary to makeEncumbrances (except for Permitted Encumbrances), use and sell the Existing Products; provided that the Sellers make no representation or warranty with respect to any Intellectual Property to the extent associated with Excluded Products. Except as set forth in Section 4.17 of the Disclosure Schedule, none of the Sellers’ Affiliates own, utilize or have an interest in any material assets of, perform any material services for, or inventory is held on behalf of, or provide any material group purchasing benefits to, or with respect to, the Business. Notwithstanding the foregoing, the representations and warranties contained in this Section 4.17 do not apply to infringement or misappropriation of any Intellectual Property arising in connection with the conduct or operation of the Business, all representations and warranties related thereto being covered in their entirety and exclusively under Section 4.8a consignment basis.

Sufficiency of Assets. (a) The Sellers Acquired Companies have good and Purchased Entities havevalid title to, and (except for assets sold or otherwise disposed of in the ordinary course of business after the date hereof in compliance with Section 6.1 hereof) on the Closing Date will havea valid leasehold interest in, all of the rightsassets and properties used in the Acquired Companies’ business, title and interest to all tangible Purchased Assets and all tangible assets of or shown on the Purchased EntitiesBalance Sheet, free and clear of any mortgageEncumbrance. The Acquired Limited Partnership Assets, lientogether with the assets and properties of the Company, pledgeare sufficient for the continued operation of the ethanol production business of the Acquired Companies as presently being conducted. All machinery, security interestvehicles, optionequipment and other tangible personal property owned or leased by the Acquired Companies or used in the Acquired Companies’ business are (a) suitable for the uses to which they are currently employed, right subject to normal wear and tear and obsolescence (b) in working order, (c) regularly and properly maintained and (d) not dangerous. All properties used in the existing operations of first refusal, right of first offer, or similar charges (“Liens”), other than Permitted Encumbrances. Subject the Acquired Companies are reflected on the Balance Sheet to the last sentence of this Section 4.17, except as set forth in Section 4.17 of the Disclosure Schedule (but including the goods and services provided by the Sellers and their Affiliates extent required under the Ancillary Agreements and Section 6.3 of this Agreement), the Purchased GAAP to be so reflected. The Acquired Limited Partnership Assets and the assets of the Purchased Entities constitute all of the material properties and assets (real, personal, tangible, intangible or otherwise) used or held for use in the Business as it is currently operated necessary and are sufficient in all material respects to permit Purchaser to conduct and operate the Business from and Agri-Energy L.P.’s business after the Closing Date in the same manner accordance with Agri-Energy’s past practice, as currently conducted and as currently planned to be conducted. Notwithstanding None of the foregoing, Excluded Assets is necessary for the immediately preceding sentence does not apply to Intellectual Property. With respect to Intellectual Property, the Sellers represent and warrant only that the Acquired Intellectual Property together with the Intellectual Property licensed to Purchaser under the Intellectual Property License Agreement constitutes all the Intellectual Property necessary to make, use and sell the Existing Products; provided that the Sellers make no representation or warranty with respect to any Intellectual Property to the extent associated with Excluded Products. conduct of Agri-Energy L.P.’s business. (b) Except as expressly set forth in Section 4.17 this Agreement, the machinery, vehicles, equipment and other tangible personal property of the Disclosure ScheduleAcquired Companies and the Acquired Limited Partnership Assets will be acquired by Purchaser, none of the Sellers’ Affiliates owndirectly or indirectly, utilize or have an interest in any material assets of“as-is, perform any material services for, or on behalf of, or provide any material group purchasing benefits to, or with respect to, the Businesswhere-is” condition. Notwithstanding the foregoing, the representations and warranties any other provision contained in this Section 4.17 do not apply to infringement Agreement or misappropriation of in any Intellectual Property arising in connection with the conduct or operation of the BusinessRelated Agreements, each of the Seller and the Acquired Companies expressly disclaims any and all representations and warranties related thereto being covered in their entirety and exclusively under Section 4.8representations, warranties, covenants, obligations or liability relating to any condition set forth on Part 2.10(b) of the Company Disclosure Schedule.

Sufficiency of Assets. (a) The Sellers assets, properties and Purchased rights of the Transferred Entities have(after giving effect to the Pre-Closing Restructuring and the transactions contemplated by this Agreement), together with the rights of Purchaser under this Agreement and the Ancillary Agreements and, in respect of periods on or after January 2, 2019, the services provided by Spectrum and its Affiliates under the Transition Services Agreement, constitute all assets, properties and rights (other than Intellectual Property, which is addressed in Section 4.14) necessary to operate the Business, in all material respects, in the manner and to the extent conducted as of the date of this Agreement except, in each case, for any Overhead and Shared Services and the Seller Policies (other than with respect to insurance proceeds that Purchaser is entitled to receive under Section 6.06). All Transferred Assets, after completion of the Pre-Closing Restructuring and the transactions contemplated by this Agreement, are licensed, leased, owned or held by the Transferred Entities, and the Seller and its Affiliates (except with the exception of the Transferred Entities) do not own or hold any assets, properties or rights which are Transferred Assets or are otherwise material for assets sold the operation of the Business as currently conducted. (b) The Transferred Entities (after giving effect to the Pre-Closing Restructuring and the transactions contemplated by this Agreement) will hold good and valid title to or otherwise disposed of have valid leases, licenses or rights to use, in the ordinary course of business after the date hereof in compliance with Section 6.1 hereof) on the Closing Date will haveall material respects, all of their assets, properties and rights relating to the rightsBusiness (other than Intellectual Property, title and interest to all tangible Purchased Assets and all tangible assets of the Purchased Entities, which is addressed in Section 4.14) free and clear of any mortgage, lien, pledge, security interest, option, right of first refusal, right of first offer, or similar charges (“and all Liens”), other than Permitted Encumbrances. Subject to the last sentence of this Section 4.17, except as set forth in Section 4.17 of the Disclosure Schedule (but including the goods for Permitted Liens. Seller or a Subsidiary Transferor holds good and services provided by the Sellers and their Affiliates under the Ancillary Agreements and Section 6.3 of this Agreement)valid title to or has valid leases, the Purchased Assets and the assets of the Purchased Entities constitute all of the material assets (reallicenses or rights to use, personal, tangible, intangible or otherwise) used or held for use in the Business as it is currently operated and are sufficient in all material respects to conduct respects, all assets, properties and operate rights of the Business from and after (including, for the Closing Date avoidance of doubt, the Transferred Equity Interests) (other than those referenced in the same manner as currently conducted. Notwithstanding the foregoing, the immediately preceding sentence does not apply to Intellectual Property. With respect to and Intellectual Property, the Sellers represent and warrant only that the Acquired Intellectual Property together with the Intellectual Property licensed to Purchaser under the Intellectual Property License Agreement constitutes all the Intellectual Property necessary to make, use and sell the Existing Products; provided that the Sellers make no representation or warranty with respect to any Intellectual Property to the extent associated with Excluded Products. Except as set forth which are addressed in Section 4.17 4.14) free and clear of the Disclosure Scheduleall Liens, none of the Sellers’ Affiliates own, utilize or have an interest in any material assets of, perform any material services for, or on behalf of, or provide any material group purchasing benefits to, or with respect to, the Business. Notwithstanding the foregoing, the representations and warranties contained in this Section 4.17 do not apply to infringement or misappropriation of any Intellectual Property arising in connection with the conduct or operation of the Business, all representations and warranties related thereto being covered in their entirety and exclusively under Section 4.8except for Permitted Liens.

Sufficiency of Assets. The (a) Seller or one of the Other Asset Sellers and Purchased Entities havehas, and Buyer or the applicable Other Buyer will at the Closing acquire, good, valid and marketable title to the Purchased Assets (or in the case of leased Purchased Assets, valid leasehold interests in such leased Purchased Assets), free and clear of all Liens except for Permitted Liens. Each Purchased Entity has good, valid and marketable title to all of its assets sold (or otherwise disposed in the case of leased assets, valid leasehold interests in such leased assets), free and clear of all Liens except Permitted Liens, including all such assets reflected in the Unaudited Financial Information, other than sales of Inventory and Products in the ordinary course of business after business. The Tangible Assets (including the date hereof in compliance with Section 6.1 hereof) on the Closing Date will have, all of the rights, title and interest to all tangible Purchased Assets and all tangible assets of each Purchased Entity) have been maintained in all material respects in accordance with generally accepted industry practice, are in good working condition and repair, ordinary wear and tear excepted, and are suitable for the Purchased Entities, free and clear of any mortgage, lien, pledge, security interest, option, right of first refusal, right of first offer, or similar charges purposes for which they are presently used. (“Liens”), other than Permitted Encumbrances. Subject to the last sentence of this Section 4.17, except as set forth in Section 4.17 of the Disclosure Schedule (but including the goods and services provided by the Sellers and their Affiliates under the Ancillary Agreements and Section 6.3 of this Agreement), the b) The Purchased Assets and the assets of assets, properties and rights that will be owned, leased or licensed by the Purchased Entities immediately following the Closing, together with the assets, services, rights and other obligations that will be transferred, leased, licensed or otherwise provided pursuant to the Transaction Documents, constitute all of the material assets (realassets, personal, tangible, intangible or otherwise) used or held for use in properties and rights necessary to operate the Business as it the Business is currently being operated (other than (i) the Shared Services and are sufficient in all material respects to conduct and operate the Business from and after the Closing Date in the same manner as currently conducted. Notwithstanding the foregoing, the immediately preceding sentence does not apply to Intellectual Property. With respect to Intellectual Property, the Sellers represent and warrant only that the Acquired (ii) services or Intellectual Property together with Rights to be made available pursuant to the Intellectual Property licensed to Purchaser under the Intellectual Property License Transition Services Agreement constitutes all the Intellectual Property necessary to make, use and sell the Existing Productsor Section 2.6); provided that the Sellers make no representation or warranty with respect to any Intellectual Property foregoing is subject to the extent associated with Excluded Products. Except as set forth limitation in Section 4.17 2.6 that certain transfers, leases, licenses or replacements, as the case may be, of Purchased Assets, Assigned Contracts, Shared Contracts, Permits and any claim or right or benefit arising thereunder or resulting therefrom, may require a Consent which has not been obtained (and the Disclosure Scheduleabsence of such Consent and the consequences thereof shall not, none in and of the Sellers’ Affiliates ownitself, utilize or have an interest in any material assets of, perform any material services for, or on behalf of, or provide any material group purchasing benefits to, or with respect to, the Business. Notwithstanding the foregoing, the representations and warranties contained in be deemed a breach of this Section 4.17 do not apply to infringement or misappropriation of any Intellectual Property arising in connection with the conduct or operation of the Business, all representations and warranties related thereto being covered in their entirety and exclusively under Section 4.84.15).

Sufficiency of Assets. The Sellers and Purchased Entities have, and (except for assets sold or otherwise disposed of in the ordinary course of business after the date hereof in compliance with Section 6.1 hereof) on At the Closing Date will have, all of the rights, title and interest to all tangible Purchased Assets and all tangible assets of the Purchased Entities, free and clear of any mortgage, lien, pledge, security interest, option, right of first refusal, right of first offer, or similar charges (“Liens”), other than Permitted Encumbrances. Subject including after giving effect to the last sentence Reorganization and assuming receipt of this Section 4.17all consents, except as approvals and authorizations relating to the matters set forth in Section 4.17 4.02 of the Seller Disclosure Schedule (but including the goods and services provided Schedule, or as contemplated by the Sellers and their Affiliates under the Ancillary Agreements and Section 6.3 of this Agreement4.03), (a) the Purchased Transferred Assets and the assets, properties and rights owned or leased by the Acquired Companies will, together with the assets of used to provide services under the Purchased Entities Transaction Agreements and taking into account Third-Party Rights constitute substantially all of the material assets assets, (realincluding Intellectual Property but excluding insurance and the Cross-Practice Assistance provided by Retained Business Employees) rights, personaltitle, tangibleinterest, intangible Contracts, licenses, Permits, and properties that are (i) owned, beneficially or otherwise) of record, held or controlled by Seller and its Affiliates and primarily used or held for use in the Business, or (ii) reasonably required to conduct the Business as it is currently operated and are sufficient immediately following the Closing in all material respects to conduct and operate in substantially the same manner as the Business has been conducted as of the date hereof, was conducted during the Reference Period and as it is reflected in the Financial Statements (giving proper consideration to Cross-Practice Assistance); and (b) excluding any matter addressed in Section 8.14, any effects of any action taken (or omitted to be taken) by Buyer, on Buyer’s behalf or at Buyer’s direction and limitations that result from and after consummating the Closing Date with Buyer (as opposed to any other Person), the Acquired Companies shall be able to use all such assets, rights, title, interest, Contracts, licenses, permits, and properties, and take advantage of all such rights, in the same manner in all material respects immediately following the Closing as currently conducted. Notwithstanding such assets, rights, title, interest, Contracts, licenses, Permits, and properties are or were used or such rights are or were taken advantage of by Seller and its Affiliates (including the foregoing, the immediately preceding sentence does not apply to Intellectual Property. With respect to Intellectual Property, the Sellers represent Asset Transferors and warrant only that the Acquired Intellectual Property together with Companies) by the Intellectual Property licensed Business as of the date hereof or during the Reference Period and as the Business is reflected in the Financial Statements; provided, however, that (A) nothing in this Section 5.16 shall be deemed to Purchaser under the Intellectual Property License Agreement constitutes all the Intellectual Property necessary to make, use and sell the Existing Products; provided that the Sellers make no constitute a representation or warranty with respect to regarding (1) the adequacy of the amounts of cash or working capital (or the availability of the same), (2) the use of any Intellectual Property to the extent associated with Excluded Products. Except as assets, rights, title, interest, Contracts, licenses, Permits, and properties set forth in Section 4.17 2.03(b)(i) through Section 2.03(b)(xxii) (except for Section 2.03(b)(xx)), (3) any infringement, misappropriation, dilution or violation of any Intellectual Property of any Third Party beyond those expressly set forth in Section 5.09(c) or (4) the Disclosure Schedule, none Shared Customer Contracts assuming fulfillment of the Sellers’ any obligations of Seller or its Affiliates own, utilize or have an interest in any material assets of, perform any material services for, or on behalf of, or provide any material group purchasing benefits to, or with respect to, the Business. Notwithstanding the foregoing, under Section 7.03(h)(i); and (B) the representations and warranties contained set forth in this Section 4.17 do 5.16 shall not apply be breached or inaccurate or deemed to infringement be breached or misappropriation inaccurate as a result of any Intellectual Property arising in connection with the conduct or operation of the Business, all representations and warranties related thereto being covered in their entirety and exclusively under action for which Buyer has provided its prior written consent (including pursuant to Section 4.87.01).

Sufficiency of Assets. The (a) Seller or one of the Other Asset Sellers and Purchased Entities havehas, and Buyer or the relevant Other Buyer will at the Closing acquire, good, valid and marketable title to the Purchased Assets (except for assets sold or otherwise disposed of in the ordinary course case of business after the date hereof leased Purchased Assets, valid leasehold interests in compliance with Section 6.1 hereof) on the Closing Date will have, all of the rights, title and interest to all tangible such leased Purchased Assets and all tangible assets of the Purchased EntitiesAssets), free and clear of any mortgageall Liens except Permitted Liens. Each Purchased Entity has good, lienvalid and marketable title to all of its assets (or in the case of leased assets, pledge, security interest, option, right of first refusal, right of first offer, or similar charges (“Liens”valid leasehold interests in such leased assets), other than free and clear of all Liens except Permitted EncumbrancesLiens and Liens arising solely out of actions of Buyer and its Affiliates. Subject to the last sentence of this Section 4.17, except as set forth in Section 4.17 of the Disclosure Schedule The Tangible Assets (but including the goods tangible assets of each Purchased Entity) are in good working condition and services provided by repair, ordinary wear and tear excepted, and are suitable for the Sellers and their Affiliates under the Ancillary Agreements and Section 6.3 of this Agreement), the purposes for which they are presently used. (b) The Purchased Assets and the assets of assets, properties and rights that will be owned, leased or licensed by the Purchased Entities immediately following the Closing, together with the assets, services, rights and other obligations that will be Transferred, leased, licensed or otherwise provided pursuant to the IPMA, the Transition Services Agreement, Section 2.5 or Section 2.6 hereof constitute (i) all of the material assets (realassets, personal, tangible, intangible or otherwise) properties and rights used in or held for use in the Business as it is currently operated by the Seller Parties and are sufficient (ii) all of the assets and rights necessary for Buyer to operate and conduct the Business immediately following the Closing in all material respects as currently conducted (other than (A) the Purchased Assets or Purchased Shares subject to a Delayed Transfer Closing, (B) the assets located, or utilized in the conduct of the business performed (including any electronic design automation software tools), at Seller’s datacenter located in Denver, Colorado and operate (C) assets, properties, rights or services under any Shared Contract or other Contract that constitutes a Restricted Asset, a Restricted Split Interest, or otherwise cannot be Transferred without the Business from Consent of a third party and after which Consent has not been received by a Seller Party). (c) Prior to the Closing Date in the same manner as currently conducted. Notwithstanding Seller has transferred any employees that are not Business Employees from the foregoing, the immediately preceding sentence does not apply Purchased Entities to Intellectual Property. With respect to Intellectual Property, the Sellers represent and warrant only Seller or one of its Subsidiaries (other than a Purchased Entity) such that the Acquired Intellectual Property together with Purchased Entities are transferred to Buyer or the Intellectual Property applicable Other Buyer at Closing without any such Excluded Liabilities or employees that are not Business Employees. (d) All Purchased Shares are owned by Seller or an Other Seller and all Purchased Assets are owned or licensed to Purchaser by Seller or an Other Seller, other than the Purchased Assets (or assets which are owned or licensed by Parent or one of its Subsidiaries (other than Seller or an Other Seller) and which would be a Purchased Asset under the Intellectual Property License Agreement constitutes all the Intellectual Property necessary to make, use and sell the Existing Products; provided that the Sellers make no representation Appendix A if owned by Seller or warranty with respect to any Intellectual Property to the extent associated with Excluded Products. Except as set forth in Section 4.17 an Other Seller) listed on Schedule 4.15(d) of the Disclosure Schedule, none of the Sellers’ Affiliates own, utilize or have an interest in any material assets of, perform any material services for, or on behalf of, or provide any material group purchasing benefits to, or with respect to, the BusinessLetter. Notwithstanding the foregoing, the representations All Technology and warranties contained in this Section 4.17 do not apply to infringement or misappropriation of any Intellectual Property arising in connection with Rights of Seller and its Affiliates that relate to the conduct Business or operation of the Business, all representations and warranties related thereto being covered in their entirety and exclusively under Section 4.8Products are either (i) Transferred Intellectual Property Rights owned by Seller or an Other Seller or (ii) licensed by Seller or an Other Seller pursuant to the IPMA.

Sufficiency of Assets. The Sellers (a) As of immediately prior to the Closing, except (i) the services being provided by TreeHouse and Purchased Entities haveits Affiliates under the Transition Services Agreement, the Trademark License Agreement and the Leased Real Property Subleases, (ii) the rights regarding Shared Contracts set forth in Section 5.13, and (iii) as otherwise set forth on Section 3.18 of the Disclosure Schedules, the rights, property and assets owned by the Group Companies at the time of the Closing will comprise all of the material rights, property and assets that are used in and necessary to operate the Business as conducted as of the Closing Date and will be sufficient to carry on the Business in substantially the same manner as currently conducted and as conducted during the 12-month period prior to the Closing Date. (b) The Group Companies currently (or, upon giving effect to the Prior Reorganization, the Subsequent Reorganization and the Pickles and Refrigerated Dough Transfer, will) own, license or have the legal right to use or otherwise hold good, valid and enforceable title to all the rights, property and assets, tangible or intangible, of the Group Companies reflected on the Financial Statements (collectively, the “Business Assets”), except for assets any Business Assets that have been sold or otherwise disposed of in the ordinary course of business after since December 31, 2021. The Business Assets are not subject to any Encumbrances other than Permitted Encumbrances. At the date hereof in compliance with Section 6.1 hereof) on the Closing Date will haveClosing, all of the rights, title property and interest to all tangible Purchased Assets and all tangible assets of the Purchased EntitiesGroup Companies will be, directly or indirectly, owned by the Group Companies, with good, valid and enforceable title, or leased, under valid and enforceable leases, free and clear of any mortgage, lien, pledge, security interest, option, right of first refusal, right of first offer, or similar charges (“Liens”)Encumbrances, other than Permitted Encumbrances. Subject to the last sentence of this Section 4.17, except as set forth in Section 4.17 of the Disclosure Schedule . (but including the goods and services provided by the Sellers and their Affiliates under the Ancillary Agreements and Section 6.3 of this Agreement), the Purchased c) All tangible material Business Assets and the assets of the Purchased Entities constitute all of the material assets (real, personal, tangible, intangible or otherwise) used or held for use in the Business as it is currently operated and are sufficient have been maintained in all material respects in accordance with generally accepted industry practice, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate in all material respects for the uses to conduct which they are being put, and operate the Business from have been installed and after the Closing Date maintained in the same manner as currently conducted. Notwithstanding the foregoing, the immediately preceding sentence does not apply to Intellectual Property. With respect to Intellectual Property, the Sellers represent and warrant only that the Acquired Intellectual Property together all material respects in accordance with the Intellectual Property licensed to Purchaser under the Intellectual Property License Agreement constitutes all the Intellectual Property necessary to make, use and sell the Existing Products; provided that the Sellers make no representation or warranty with respect to any Intellectual Property to the extent associated with Excluded Products. Except as set forth in Section 4.17 of the Disclosure Schedule, none of the Sellers’ Affiliates own, utilize or have an interest in any material assets of, perform any material services for, or on behalf of, or provide any material group purchasing benefits to, or with respect to, the Business. Notwithstanding the foregoing, the representations and warranties contained in this Section 4.17 do not apply to infringement or misappropriation of any Intellectual Property arising in connection with the conduct or operation of the Business, all representations and warranties related thereto being covered in their entirety and exclusively under Section 4.8applicable Law.

Sufficiency of Assets. The Sellers and Purchased Entities have, and (except for assets sold or otherwise disposed of in the ordinary course of business after the date hereof in compliance with Section 6.1 hereof) on On the Closing Date will have, all (assuming receipt of the rightsRequired Approvals), title and interest to all tangible Purchased the Transferred Assets and the assets, whether tangible or intangible, that will be owned, leased or licensed by the Transferred Companies immediately following the Closing will, taking into account the Agreement and the Ancillary Agreements (and the rights granted and services to be performed thereunder and the activities contemplated pursuant to Annex E), constitute all tangible the material assets that are used in the Business in the Ordinary Course immediately prior to the Closing (other than general and administrative support and corporate level services currently provided to the Business by Seller and its Affiliates as listed on Schedule 5.14), and certain transfers, assignments, licenses, sublicenses, leases and subleases, as the case may be, of assets, Contracts, permits and other properties and any claim or right or benefit arising thereunder or resulting therefrom, may require notice to or consent of a third party or filings with a Governmental Authority which have not been obtained; provided, however, that nothing in this Section 5.14 shall be deemed to constitute a representation or warranty as to the adequacy of amounts of cash or working capital (or the availability of the Purchased Entitiessame); provided, free and clear further, that this Section 5.14 shall not be deemed to be breached as a result of any mortgage, lien, pledge, security interest, option, right action that any of first refusal, right the Seller Affiliates is required or permitted to take pursuant to this Agreement of first offerthe Ancillary Agreements, or similar charges for which Buyer has provided its consent. In the event this representation and warranty is breached because any Seller Affiliate has in good faith failed to identify and transfer any assets exclusively related to the Business, such breach shall be deemed cured if such Seller Affiliate promptly transfers such assets to Buyer (“Liens”or otherwise transfers the benefits and burdens of such assets), other than Permitted Encumbrancesunless otherwise provided for in this Agreement or an Ancillary Agreement, at no additional cost or expense to Buyer. Subject With respect to the last first sentence of this Section 4.175.14, except as set forth in Section 4.17 of the Disclosure Schedule (but including the goods and services provided by the Sellers and their Affiliates under the Ancillary Agreements and Section 6.3 of this Agreement), the Purchased Assets Buyer and the assets of the Purchased Entities constitute all of the material assets (real, personal, tangible, intangible or otherwise) used or held for use in the Business as it is currently operated Buyer Assignees are aware and are sufficient in all material respects to conduct and operate the Business from and after the Closing Date in the same manner as currently conducted. Notwithstanding the foregoing, the immediately preceding sentence does not apply to Intellectual Property. With respect to Intellectual Property, the Sellers represent and warrant only have agreed that the Acquired Intellectual Property together with Seller Affiliates are not and will not transfer the Intellectual Property licensed to Purchaser under the Intellectual Property License Agreement constitutes all the Intellectual Property necessary to make, use and sell the Existing Products; provided that the Sellers make no representation or warranty with respect to any Intellectual Property to the extent associated with Excluded Products. Except as set forth in Section 4.17 of the Disclosure Schedule, none of the Sellers’ Affiliates own, utilize or have an interest in any material assets of, perform any material services for, or on behalf of, or provide any material group purchasing benefits to, or with respect to, the Business. Notwithstanding the foregoing, the representations and warranties contained in this Section 4.17 do not apply to infringement or misappropriation of any Intellectual Property arising in connection with the conduct or operation of the Business, all representations and warranties related thereto being covered in their entirety and exclusively under Section 4.8Assets.

Sufficiency of Assets. (a) Sphinx or one of the Other Asset Sphinx Entities has, and Arion or the relevant Other Arion Entity will at the Closing acquire, good, valid and marketable title to the Purchased Assets (or in the case of leased Purchased Assets, valid leasehold interests in such leased Purchased Assets), free and clear of all Liens except Sphinx Permitted Liens and Liens arising solely out of any actions of Arion and its Affiliates. Each Purchased Entity has good, valid and marketable title to all of its assets (or in the case of leased assets, valid leasehold interests in such leased assets), free and clear of all Liens except Sphinx Permitted Liens and Liens arising solely out of actions of Arion and its Affiliates. The Sellers Tangible Assets (including the tangible assets of each Purchased Entity) are in good working condition and repair, ordinary wear and tear excepted, and are suitable for the purposes for which they are presently used. (b) The Purchased Assets and the assets, properties and rights that will be owned, leased or licensed by the Purchased Entities haveimmediately following the Closing, together with the assets, services, rights and (except for assets sold other obligations that will be Transferred, leased, licensed or otherwise provided pursuant to the Transaction Documents constitute (x) all material assets, properties and rights owned by any Sphinx Party and used in or held for use in the Business by the Sphinx Parties during the twelve months prior to the date hereof and as of the Closing (other than such assets, properties or rights that have been disposed of in the ordinary course of business after prior to the date hereof Closing), (y) all assets, properties and rights necessary to perform Arion’s and its Subsidiaries’ (including Purchased Entities’) obligations under the IPMA and the Transition Services Agreement in compliance with Section 6.1 hereofall material respects and (z) on the Closing Date will have, all of the rightsassets, title properties and interest rights necessary for Arion to operate and conduct the Business immediately following the Closing in all tangible material respects as currently conducted (other than, in each case of clause (x), (y) and (z), (i) Shared Services, (ii) services, Technology, or Intellectual Property Rights to be made available or licensed pursuant to the Transition Services Agreement, the IPMA or the other Transaction Documents, (iii) the Purchased Assets and all tangible assets or Purchased Shares subject to Local Transfer Agreements in respect of a Separate Transfer Jurisdiction pursuant to which the Transfer of such Purchased EntitiesAssets or Purchased Shares will not be made until after the Closing, free and clear of any mortgage, lien, pledge, security interest, option, right of first refusal, right of first offer, or similar charges (“Liens”), other than Permitted Encumbrances. Subject to the last sentence of this Section 4.17, except iv) as set forth in on Section 4.17 4.15 of the Sphinx Disclosure Schedule Letter, (but including the goods v) as a result of any headcount or staffing level reductions implemented by Arion, and services provided by the Sellers and their Affiliates under the Ancillary Agreements and (vi) Restricted Rights (until Transferred pursuant to Section 6.3 2.6 of this Agreement), ; provided that (A) Arion owns or forms Business Entities as required by applicable local Law to receive the Purchased Assets and the assets of the Purchased Shares as contemplated by this Agreement and that such Business Entities constitute all of the material assets obtain such necessary corporate qualifications to do business in such jurisdiction and (real, personal, tangible, intangible or otherwiseB) used or held for use in the Business as it is currently operated and are sufficient in all material respects to conduct and operate the Business from and after the Closing Date in the same manner as currently conducted. Notwithstanding the foregoing, the immediately preceding sentence this Section 4.15 does not apply to Intellectual Property. With respect to Intellectual Property, the Sellers represent address and warrant only that the Acquired Intellectual Property together with the Intellectual Property licensed to Purchaser under the Intellectual Property License Agreement constitutes all the Intellectual Property necessary to make, use and sell the Existing Products; provided that the Sellers make no will not be construed as a representation or warranty with respect to any Intellectual Property to the extent associated with Excluded Products. Except as set forth in Section 4.17 of the Disclosure Schedule, none of the Sellers’ Affiliates own, utilize or have an interest in any material assets of, perform any material services for, or on behalf of, or provide any material group purchasing benefits to, or with respect to, the Business. Notwithstanding the foregoing, the representations and warranties contained in this Section 4.17 do not apply to Sphinx regarding infringement or misappropriation of any Intellectual Property arising in connection with the conduct or operation of the BusinessRights, all representations and warranties related thereto being covered in their entirety and exclusively under which are addressed by Section 4.84.7.

Sufficiency of Assets. The (a) Seller or one of the Other Asset Sellers and Purchased Entities havehas, and Buyer or the applicable Other Buyer will at the Closing acquire, good, valid and marketable title to the Purchased Assets (or in the case of leased Purchased Assets, valid leasehold interests in such leased Purchased Assets), free and clear of all Liens except for Permitted Liens. Each Purchased Entity has good, valid and marketable title to all of its assets sold (or otherwise disposed in the case of leased assets, valid leasehold interests in such leased assets), free and clear of all Liens except Permitted Liens, including all such assets reflected in the Unaudited Financial Information, other than sales of 52 Inventory and Products in the ordinary course of business after business. The Tangible Assets (including the date hereof in compliance with Section 6.1 hereof) on the Closing Date will have, all of the rights, title and interest to all tangible Purchased Assets and all tangible assets of each Purchased Entity) have been maintained in all material respects in accordance with generally accepted industry practice, are in good working condition and repair, ordinary wear and tear excepted, and are suitable for the Purchased Entities, free and clear of any mortgage, lien, pledge, security interest, option, right of first refusal, right of first offer, or similar charges purposes for which they are presently used. (“Liens”), other than Permitted Encumbrances. Subject to the last sentence of this Section 4.17, except as set forth in Section 4.17 of the Disclosure Schedule (but including the goods and services provided by the Sellers and their Affiliates under the Ancillary Agreements and Section 6.3 of this Agreement), the b) The Purchased Assets and the assets of assets, properties and rights that will be owned, leased or licensed by the Purchased Entities immediately following the Closing, together with the assets, services, rights and other obligations that will be transferred, leased, licensed or otherwise provided pursuant to the Transaction Documents, constitute all of the material assets (realassets, personal, tangible, intangible or otherwise) used or held for use in properties and rights necessary to operate the Business as it the Business is currently being operated (other than (i) the Shared Services and are sufficient in all material respects to conduct and operate the Business from and after the Closing Date in the same manner as currently conducted. Notwithstanding the foregoing, the immediately preceding sentence does not apply to Intellectual Property. With respect to Intellectual Property, the Sellers represent and warrant only that the Acquired (ii) services or Intellectual Property together with Rights to be made available pursuant to the Intellectual Property licensed to Purchaser under the Intellectual Property License Transition Services Agreement constitutes all the Intellectual Property necessary to make, use and sell the Existing Productsor Section 2.6); provided that the Sellers make no representation or warranty with respect to any Intellectual Property foregoing is subject to the extent associated with Excluded Products. Except as set forth limitation in Section 4.17 2.6 that certain transfers, leases, licenses or replacements, as the case may be, of Purchased Assets, Assigned Contracts, Shared Contracts, Permits and any claim or right or benefit arising thereunder or resulting therefrom, may require a Consent which has not been obtained (and the Disclosure Scheduleabsence of such Consent and the consequences thereof shall not, none in and of the Sellers’ Affiliates ownitself, utilize or have an interest in any material assets of, perform any material services for, or on behalf of, or provide any material group purchasing benefits to, or with respect to, the Business. Notwithstanding the foregoing, the representations and warranties contained in be deemed a breach of this Section 4.17 do not apply to infringement or misappropriation of any Intellectual Property arising in connection with the conduct or operation of the Business, all representations and warranties related thereto being covered in their entirety and exclusively under Section 4.84.15).

Sufficiency of Assets. The Sellers Purchased Assets together with the Intellectual Property Rights and Purchased Entities haveTechnology licensed to Purchaser pursuant to the Avago General IP License Agreement, the Avago Sensor IPCo License Agreement and the other rights, licenses, services and benefits to be provided pursuant to this Agreement and the other Transaction Documents, constitute all of the assets, properties and rights that are (except for assets sold i) owned by any of the Seller Parties or otherwise disposed any of their respective Subsidiaries or (ii) leased or licensed to any of the Seller Parties or any of their respective Subsidiaries and in the ordinary course case of clauses “(i)” and “(ii)” that are (x) used by any Seller Party or any of their respective Subsidiaries or (y) are necessary to conduct the Business in all material respects as currently conducted other than (A) the Excluded Assets described in Exhibit G (it being understood that the Intellectual Property Rights and Technology licensed to any Seller Party or any of their respective Subsidiaries are not considered Excluded Assets for purposes of this Section 4.17 only, notwithstanding any language to the contrary contained in Section (e)(1) of Exhibit G), (B) any Contracts or other assets or rights that pursuant to Section 2.4 are not transferred to Purchaser, (C) the assets, properties and rights used by the Seller Parties to perform the services that are the subject of the Master Separation Agreement, (D) additional real property and tangible personal property that would be required to support an increased level of business after the date hereof in compliance with Section 6.1 hereof) on the Closing Date will haveresulting from design wins attributable to products current undergoing design qualification with potential customers, all of the rights, title and interest to all tangible Purchased Assets and all tangible assets of the Purchased Entities, free and clear of any mortgage, lien, pledge, security interest, option, right of first refusal, right of first offer, or similar charges (“Liens”), other than Permitted Encumbrances. Subject to the last sentence of this Section 4.17, except E) as set forth provided in Section 4.17 of the Disclosure Schedule (but including Letter. The parties acknowledge and agree that the goods and services provided by the Sellers and their Affiliates under the Ancillary Agreements and Section 6.3 of this Agreement), the Purchased Assets and the assets of the Purchased Entities constitute all of the material assets (real, personal, tangible, intangible or otherwise) used or held for use in the Business as it is currently operated and are sufficient in all material respects to conduct and operate the Business from and after the Closing Date in the same manner as currently conducted. Notwithstanding the foregoing, the immediately preceding sentence foregoing statement does not apply to Intellectual Property. With respect to Intellectual Property, the Sellers represent and warrant only that the Acquired Intellectual Property together with the Intellectual Property licensed to Purchaser under the Intellectual Property License Agreement constitutes all the Intellectual Property necessary to make, use and sell the Existing Products; provided that the Sellers make no constitute a representation or warranty as to any potential, actual or suspected infringement, other violation of or conflict with respect to any Intellectual Property to the extent associated with Excluded Products. Except as set forth in Section 4.17 Rights of any other Person by any of the Disclosure Schedule, none Seller Parties or any of the Sellers’ Affiliates own, utilize or have an interest in any material assets of, perform any material services for, or on behalf of, or provide any material group purchasing benefits to, or with respect to, the Business. Notwithstanding the foregoing, the representations and warranties contained in this Section 4.17 do not apply to infringement or misappropriation of any Intellectual Property arising in connection with the conduct or operation of the Business, all representations and warranties related thereto being covered in their entirety and exclusively under Section 4.8respective Subsidiaries.