Common use of Title, Condition and Sufficiency of Assets Clause in Contracts

Title, Condition and Sufficiency of Assets. (a) The Business has, and following the Restructuring an Acquired Company will have, good and valid title to, or a valid leasehold interest in, all personal property and other tangible assets primarily used in the conduct of the Business, except (i) as would not reasonably be expected to be material to the Acquired Companies, taken as a whole, or the Business or (ii) to the extent such asset relates to Overhead and Shared Services. Without limiting the foregoing, an Acquired Company has good and valid title to, or a valid leasehold interest in, all personal property and other tangible assets reflected in the Audited Balance Sheet or acquired by an Acquired Company after the Audited Balance Sheet Date (that if acquired prior to the Audited Balance Sheet Date, would have been reflected in the Audited Balance Sheet), free and clear of all Encumbrances other than Permitted Encumbrances, except for (x) properties and assets sold or otherwise disposed of in the ordinary course of business since the Audited Balance Sheet Date and (y) as would not reasonably be expected to be material to the Acquired Companies or the Business. (b) The buildings, structures, equipment, vehicles and other items of tangible personal property of the Business are in all material respects in satisfactory operating condition for the uses to which they are being put, subject to ordinary wear and tear and maintenance requirements. (c) Taken together with the rights of Buyer and the Acquired Companies pursuant to the Ancillary Agreements and assuming the retention of Business Employees and Transferred Employees following the Closing, the properties, assets and rights of the Acquired Companies include all properties, assets and rights, (i) primarily used or held for use by Seller and its Affiliates in connection with the conduct of the Business and (ii) necessary and sufficient for the continued conduct of the Business after the Closing in the same manner in all material respects as conducted prior to the Closing, in each case except for Shared Contracts, Seller Benefit Plans and Overhead and Shared Services. (d) None of the representations and warranties contained in this Section 3.9 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13).

Title, Condition and Sufficiency of Assets. (a) The Business has, and following the Restructuring an Acquired Company will have, good and valid title to, or a valid leasehold interest in, all personal property and other tangible assets primarily used Except as set forth in the conduct Section 3.9(a) of the BusinessSeller Disclosure Schedules, except (i) as would not reasonably be expected to be material to one or more of the Acquired Companies, taken as a whole, or the Business or (ii) to the extent such asset relates to Overhead and Shared Services. Without limiting the foregoing, an Acquired Company Companies has good and valid title to, or a valid leasehold interest in, all tangible and material personal property and other tangible assets reflected in the Audited Balance Sheet or acquired by an Acquired Company after the Audited Balance Sheet Date (that if acquired prior to or otherwise necessary for the Audited Balance Sheet Date, would have been reflected operations of the Acquired Companies in the Audited Balance Sheet)ordinary course of business consistent in all material respects with past practice, free and clear of all Encumbrances other than Permitted Encumbrances, except for (x) properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Audited Balance Sheet Date and (y) as would not reasonably be expected to be material to the Acquired Companies or the Business. (b) Date. The buildings, structures, equipment, vehicles and other items of tangible personal property of owned or leased by the Business Acquired Companies are in all material respects in satisfactory operating condition and repair for the uses to which they are being put, and have been reasonably maintained consistent with standards generally followed in the industry (subject to ordinary wear and tear and maintenance and repair requirements) and are adequate and suitable for their current use. (b) Section 3.9(b) of the Sellers Disclosure Schedules sets forth a correct and complete list, as of the Original Agreement Date, of all Owned Real Property, together with, for each such real property, a description of the address, record owner, registration folio number and location code and use thereof. Other than as set forth in Section 3.9(b) of the Sellers Disclosure Schedules, none of the Acquired Companies is a lessor or grantor under any lease or other similar instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Owned Real Property or any portion thereof. There are no outstanding options to purchase or rights of first refusal to purchase or lease any Owned Real Property of the Acquired Companies. The Acquired Companies have good, valid and marketable fee simple title to all Owned Real Property set forth in Section 3.9(b) of the Sellers Disclosure Schedules, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. (c) Taken Section 3.9(c) of the Sellers Disclosure Schedules sets forth a correct and complete list, as of the Original Agreement Date, of all Leased Real Property, together with with, for each such Leased Real Property, a description of the rights of Buyer address, registration folio number and the location code, landlord and tenant. The Acquired Companies pursuant have good and valid title to the Ancillary Agreements leasehold estate (as lessee or sublessee) in all Leased Real Property set forth in Section 3.9(c) of the Sellers Disclosure Schedules, in each case free and assuming the retention clear of Business Employees all Encumbrances, other than Permitted Encumbrances. (d) The Real Properties and Transferred Employees following the Closing, the properties, assets and rights of the Acquired Companies include all properties, assets and rights, (i) primarily used or held for use by Seller and its Affiliates in connection with the conduct of the Business and (ii) rights necessary and sufficient for the continued conduct of the Business business of the Acquired Companies after the Closing in substantially the same manner in all material respects as conducted prior to the Closing, in each case except for Shared Contracts, Seller Benefit Plans and Overhead and Shared Services. (de) None There is no owned real property or leased real property primarily used in the business of the representations and warranties contained in this Section 3.9 shall be deemed to relate to any intellectual property matters (such matters being Acquired Companies other than the subject of Section 3.13)Real Properties.

Title, Condition and Sufficiency of Assets. (a) The Business has, and following the Restructuring an Acquired Company will have, Sellers or their respective Affiliates have good and valid title to, or a valid leasehold interest in, all personal property of the Additional Acquired Assets, free and clear of all Encumbrances other tangible than Permitted Encumbrances, except for properties and assets primarily used sold or otherwise disposed of in the conduct ordinary course of business consistent with past practice. (b) Each of the Business, except (i) as would not reasonably be expected to be material to the Acquired Companies, taken as a whole, or the Business or (ii) to the extent such asset relates to Overhead and Shared Services. Without limiting the foregoing, an Acquired Company Companies has good and valid title to, or a valid leasehold interest in, all personal property of the properties and other assets that it purports to own, whether real, personal, tangible assets reflected in the Audited Balance Sheet or acquired by an Acquired Company after the Audited Balance Sheet Date (that if acquired prior to the Audited Balance Sheet Dateintangible, would have been reflected in the Audited Balance Sheet), free and clear of all Encumbrances other than Permitted Encumbrances, except for (x) properties and assets sold or otherwise disposed of in the ordinary course of business since the Audited Interim Balance Sheet Date Date, free and (y) as would not reasonably be expected to be material to the Acquired Companies or the Businessclear of all Encumbrances, other than Permitted Encumbrances. (bc) The buildings, structuresAll material items of machinery, equipment, vehicles vehicles, and other items of tangible personal property of the Business Acquired Companies or comprising Additional Acquired Assets (i) to Sellers’ Knowledge, are structurally sound, (ii) are in good operational condition and repair, normal wear and tear excepted, and have been maintained in accordance with industry practice in all material respects respects, and (iii) are adequate to be used in satisfactory operating condition for substantially the uses to which same manner they are being put, subject used immediately prior to ordinary wear and tear and maintenance requirementsClosing. (cd) Taken together Assuming Buyer has obtained all Permits and approvals (including those Permits set forth on Section 3.7(d) of the Sellers Disclosure Schedules, but excluding any Transferred Permits or Permits held by the Acquired Companies), has replaced or provided substitutes for any Excluded Assets necessary for the operation of the Business, and in conjunction with the rights of Buyer and services provided in the Acquired Companies pursuant to the Ancillary Agreements and assuming the retention of Business Employees and Transferred Employees following the ClosingTransition Services Agreement, (i) the properties, assets and rights of the Acquired Companies include all propertiesCompanies, assets and rights, (i) primarily used or held for use by Seller and its Affiliates in connection with the conduct of the Business and (ii) necessary the Additional Acquired Assets, and (iii) all rights to be granted and any conveyance of assets to be made to Buyer or any of its Affiliates under the Ancillary Agreements, constitute all of the material rights, property and assets used by Sellers or their respective Affiliates to conduct the Business as currently conducted and are sufficient for the continued conduct of the Business immediately after the Closing Date in substantially the same manner in all material respects as conducted prior to on the Closing, in each case except for Shared Contracts, Seller Benefit Plans and Overhead and Shared ServicesClosing Date. (d) None of the representations and warranties contained in this Section 3.9 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13).

Title, Condition and Sufficiency of Assets. (a) The Business has, and following the Restructuring an Acquired Company will have, good and valid title to, or a valid leasehold interest in, all personal property and other tangible assets primarily used Except as set forth in the conduct ‎Section 3.9(a) of the BusinessSeller Disclosure Schedules, except (i) as would not reasonably be expected to be material to one or more of the Acquired Companies, taken as a whole, or the Business or (ii) to the extent such asset relates to Overhead and Shared Services. Without limiting the foregoing, an Acquired Company Companies has good and valid title to, or a valid leasehold interest in, all tangible and material personal property and other tangible assets reflected in the Audited Balance Sheet or acquired by an Acquired Company after the Audited Balance Sheet Date (that if acquired prior to or otherwise necessary for the Audited Balance Sheet Date, would have been reflected operations of the Acquired Companies in the Audited Balance Sheet)ordinary course of business consistent in all material respects with past practice, free and clear of all Encumbrances other than Permitted Encumbrances, except for (x) properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Audited Balance Sheet Date and (y) as would not reasonably be expected to be material to the Acquired Companies or the Business. (b) Date. The buildings, structures, equipment, vehicles and other items of tangible personal property of owned or leased by the Business Acquired Companies are in all material respects in satisfactory operating condition and repair for the uses to which they are being put, and have been reasonably maintained consistent with standards generally followed in the industry (subject to ordinary wear and tear and maintenance and repair requirements) and are adequate and suitable for their current use. (b) ‎Section 3.9(b) of the Sellers Disclosure Schedules sets forth a correct and complete list, as of the date hereof, of all Owned Real Property, together with, for each such real property, a description of the address, record owner, registration folio number and location code and use thereof. Other than as set forth in ‎Section 3.9(b) of the Sellers Disclosure Schedules, none of the Acquired Companies is a lessor or grantor under any lease or other similar instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Owned Real Property or any portion thereof. There are no outstanding options to purchase or rights of first refusal to purchase or lease any Owned Real Property of the Acquired Companies. The Acquired Companies have good, valid and marketable fee simple title to all Owned Real Property set forth in ‎Section 3.9(b) of the Sellers Disclosure Schedules, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. (c) Taken ‎Section 3.9(c) of the Sellers Disclosure Schedules sets forth a correct and complete list, as of the date hereof, of all Leased Real Property, together with with, for each such Leased Real Property, a description of the rights of Buyer address, registration folio number and the location code, landlord and tenant. The Acquired Companies pursuant have good and valid title to the Ancillary Agreements leasehold estate (as lessee or sublessee) in all Leased Real Property set forth in ‎Section 3.9(c) of the Sellers Disclosure Schedules, in each case free and assuming the retention clear of Business Employees all Encumbrances, other than Permitted Encumbrances. (d) The Real Properties and Transferred Employees following the Closing, the properties, assets and rights of the Acquired Companies include all properties, assets and rights, (i) primarily used or held for use by Seller and its Affiliates in connection with the conduct of the Business and (ii) rights necessary and sufficient for the continued conduct of the Business business of the Acquired Companies after the Closing in substantially the same manner in all material respects as conducted prior to the Closing, in each case except for Shared Contracts, Seller Benefit Plans and Overhead and Shared Services. (de) None There is no owned real property or leased real property primarily used in the business of the representations and warranties contained in this Section 3.9 shall be deemed to relate to any intellectual property matters (such matters being Acquired Companies other than the subject of Section 3.13)Real Properties.

Title, Condition and Sufficiency of Assets. (a) The Business hasOther than with respect to real property matters (which are exclusively addressed in Section 3.16), (i) the Seller Group, as applicable, has good, valid and marketable title to, or a valid leasehold interest in, as applicable, the tangible Separately Owned Acquired Assets, and following (ii) the Restructuring an Acquired Company has good and marketable title to, or a valid leasehold interest in, as applicable, all of the tangible Acquired Company Assets, in each case free and clear of any Encumbrance other than Permitted Encumbrances. Each such asset is free from defects in all material respects, has been maintained in accordance with normal industry practice and is in good operating condition and repair (subject to normal wear and tear). (b) Upon the applicable Closing, the applicable member of the Purchaser Group will have, acquire good and valid title to, or a valid leasehold interest in, all personal property and other as applicable, the tangible assets primarily used in the conduct of the Business, except (i) as would not reasonably be expected to be material to the Separately Owned Acquired Companies, taken as a whole, or the Business or (ii) to the extent such asset relates to Overhead and Shared Services. Without limiting the foregoing, an Acquired Company has good and valid title to, or a valid leasehold interest in, all personal property and other tangible assets reflected in the Audited Balance Sheet or acquired by an Acquired Company after the Audited Balance Sheet Date (that if acquired prior to the Audited Balance Sheet Date, would have been reflected in the Audited Balance Sheet)Assets, free and clear of all Encumbrances other than Permitted Encumbrances, except for (x) properties and assets sold or otherwise disposed of in the ordinary course of business since the Audited Balance Sheet Date and (y) as would not reasonably be expected to be material to the Acquired Companies or the Business. (b) The buildings, structures, equipment, vehicles and other items of tangible personal property of the Business are in all material respects in satisfactory operating condition for the uses to which they are being put, subject to ordinary wear and tear and maintenance requirements. (c) Taken together with Assuming the rights employment or replacement by the Purchaser of Buyer and substantially all of the Acquired Companies pursuant to U.S. employees of the Ancillary Agreements and assuming the retention of Business Employees and Transferred Employees following the ClosingBusiness, the properties, assets and rights of the Acquired Companies include all properties, assets and rights, (i) primarily used or held for use by Seller and its Affiliates in connection with the conduct non-U.S. employees of the Business and (ii) necessary and sufficient for the continued conduct individual independent contractors of the Business, the compliance by the Purchaser (or applicable member of the Purchaser Group) with Section 5.13, and provided the Purchaser replaces the assets specified in Sections 1.2(b), (c), (k) and (o) on the Initial Closing Date, the Acquired Assets, and, except as set forth in Schedule 3.8(f) of the Seller Disclosure Schedule, taking into account all rights of the Purchaser and other members of the Purchaser Group under this Agreement and the other Transaction Agreements, will comprise all of the Assets necessary to enable the Purchaser Group to conduct the Business after immediately following the Initial Closing in the same manner in all material respects substantially as conducted prior to by the Closing, in each case except for Shared Contracts, Seller Benefit Plans Group and Overhead and Shared Services. (d) None the Acquired Company as of the representations date of this Agreement and warranties contained in this Section 3.9 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13)Initial Closing Date.

Title, Condition and Sufficiency of Assets. (a) The Business hasSchedule 3.8(a) sets forth a true and correct list of all equipment leases that have been or should be, and following in accordance with the Restructuring an Acquired Company will haveAccounting Methods, good and valid title to, or a valid leasehold interest in, recorded as capital leases including the amount required to pay in full all personal property and other tangible assets primarily used obligations in the conduct respect of each such lease as of the Business, except Closing Date (i) as would not reasonably be expected to be material to the Acquired Companies, taken as a whole, or the Business or (ii) to the extent such asset relates to Overhead and Shared Services“Equipment Leases”). Without limiting the foregoing, an Acquired Company Seller has good and valid title to, or a valid leasehold interest in, all personal property and other tangible assets used in the operation of the Business, reflected in the Audited Balance Sheet Financial Statements or acquired by an Acquired Company after the Audited Balance Sheet Date (that if acquired prior to the Audited Balance Sheet Date, would have been reflected other than properties and assets sold, consumed or otherwise disposed of in the Audited Ordinary Course of Business since the Balance Sheet)Sheet Date, free and clear of all Encumbrances other than Permitted Encumbrances, except for (x) properties and assets sold or otherwise disposed of in the ordinary course of business since the Audited Balance Sheet Date and (y) as would not reasonably be expected to be material to the Acquired Companies or the BusinessPermitted Encumbrances. (b) The Except as set forth on Schedule 3.8(b), the buildings, plants, structures, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Business Seller are in all material respects in satisfactory operating a condition and repair (except for the uses to which they are being put, subject to ordinary wear and tear and routine maintenance requirements. (c) Taken together with in the rights Ordinary Course of Buyer and Business), are adequate for the Acquired Companies pursuant to the Ancillary Agreements and assuming the retention of Business Employees and Transferred Employees following the Closing, the properties, assets and rights of the Acquired Companies include all properties, assets and rights, (i) primarily purposes for which they are presently used or held for use by Seller and its Affiliates in connection with the conduct of the Business and (ii) necessary and sufficient for are usable in a manner consistent with their current use, and, to the continued conduct knowledge of the Business after the Closing in the same manner Seller, comply in all material respects as conducted prior to the Closingwith all applicable Laws. The buildings, in each case except for Shared Contractsplants, structures, fixtures, machinery, equipment, vehicles and other items of tangible personal property of Seller Benefit Plans and Overhead and Shared Services. (d) None currently owned or leased by Seller constitute all of the representations assets, properties and warranties contained rights necessary for the operation of the Business as the Business is currently conducted. Except as set forth on Schedule 3.8(b), no other Person other than Seller owns any assets, properties and rights used in this Section 3.9 shall be deemed the Business, other than assets owned by third parties and used in the Business pursuant to relate to any intellectual property matters (such matters being the subject of Section 3.13)a Material Contract identified on Schedule 3.12.

Title, Condition and Sufficiency of Assets. (a) The Business hasOther than with respect to real property matters (which are exclusively addressed in Section 3.16), (i) the Seller Group, as applicable, has good, valid and marketable title to, or a valid leasehold interest in, as applicable, the tangible Separately Owned Acquired Assets, and following (ii) the Restructuring an Acquired Company has good and marketable title to, or a valid leasehold interest in, as applicable, all of the tangible Acquired Company Assets, in each case free and clear of any Encumbrance other than Permitted Encumbrances. Each such asset is free from defects in all material respects, has been maintained in accordance with normal industry practice and is in good operating condition and repair (subject to normal wear and tear). (b) Upon the applicable Closing, the applicable member of the Purchaser Group will have, acquire good and valid title to, or a valid leasehold interest in, all personal property and other as applicable, the tangible assets primarily used in the conduct of the Business, except (i) as would not reasonably be expected to be material to the Separately Owned Acquired Companies, taken as a whole, or the Business or (ii) to the extent such asset relates to Overhead and Shared Services. Without limiting the foregoing, an Acquired Company has good and valid title to, or a valid leasehold interest in, all personal property and other tangible assets reflected in the Audited Balance Sheet or acquired by an Acquired Company after the Audited Balance Sheet Date (that if acquired prior to the Audited Balance Sheet Date, would have been reflected in the Audited Balance Sheet)Assets, free and clear of all Encumbrances other than Permitted Encumbrances, except for (x) properties and assets sold or otherwise disposed of in the ordinary course of business since the Audited Balance Sheet Date and (y) as would not reasonably be expected to be material to the Acquired Companies or the Business. (b) The buildings, structures, equipment, vehicles and other items of tangible personal property of the Business are in all material respects in satisfactory operating condition for the uses to which they are being put, subject to ordinary wear and tear and maintenance requirements. (c) Taken together with Assuming the rights employment or replacement by the Purchaser of Buyer and substantially all of the Acquired Companies pursuant to U.S. employees of the Ancillary Agreements and assuming the retention of Business Employees and Transferred Employees following the ClosingBusiness, the properties, assets and rights of the Acquired Companies include all properties, assets and rights, (i) primarily used or held for use by Seller and its Affiliates in connection with the conduct non­U.S. employees of the Business and (ii) necessary and sufficient for the continued conduct individual independent contractors of the Business, the compliance by the Purchaser (or applicable member of the Purchaser Group) xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1002638/000100263816000084/exhibit21.htm 29/134 with Section 5.13, and provided the Purchaser replaces the assets specified in Sections 1.2(b), (c), (k) and (o) on the Initial Closing Date, the Acquired Assets, and, except as set forth in Schedule 3.8(f) of the Seller Disclosure Schedule, taking into account all rights of the Purchaser and other members of the Purchaser Group under this Agreement and the other Transaction Agreements, will comprise all of the Assets necessary to enable the Purchaser Group to conduct the Business after immediately following the Initial Closing in the same manner in all material respects substantially as conducted prior to by the Closing, in each case except for Shared Contracts, Seller Benefit Plans Group and Overhead and Shared Services. (d) None the Acquired Company as of the representations date of this Agreement and warranties contained in this Section 3.9 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13)Initial Closing Date.