Common use of Title; Sufficiency of Assets Clause in Contracts

Title; Sufficiency of Assets. (a) Except as set forth on Schedule 4.4(a) of the Seller Disclosure Schedule, Seller owns, leases, licenses or has the right to use the Purchased Assets. (b) Schedule 4.4(b) of the Seller Disclosure Schedule sets forth a complete and accurate list of all Purchased Assets leased or licensed by Seller from any other Person (including Parent and any other Affiliate of Seller). Except as set forth on Schedule 4.4(b) of the Seller Disclosure Schedule, no other Person has any right, title or interest in any of the Purchased Assets. (c) Seller has, and subject to obtaining any consents required by this Agreement, at the Closing will transfer to Purchaser, good, valid and transferable title to (or in the case of any leased or licensed Purchased Assets listed on Schedule 4.4(b) of the Seller Disclosure Schedule, a valid lease in or license to) the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances. Seller has the valid and exclusive right to possess, use and transfer the Purchased Assets; in each case, which right shall be fully transferred to Purchaser at the Closing pursuant to the terms of this Agreement. (d) The Purchased Assets constitute (i) all of the Assets of Seller and its Affiliates relating primarily or exclusively to the Product and (ii) all of the Assets of Seller and its Affiliates that are material and necessary to the development and manufacture of the Product, provided that for purposes of clauses (i) and (ii): (A) Seller makes no representation as to the volume of Product that may be manufactured using only the Purchased Assets; (B) the following are excluded from “Assets”: (x) the Assets set forth in Section 2.2 and (y) records not included in the definition of Product Records; and (C) as to Contracts, the Purchased Assets include the material Contracts to which Seller or any Affiliate thereof is a party relating primarily or exclusively to the Product, other than those Contracts set forth on Schedule 4.11(b).

Title; Sufficiency of Assets. (a) Except as set forth on Schedule 4.4(aSeller, or one or its Subsidiaries, has good and valid title to (or a valid leasehold interest in or license to) all of the Seller Disclosure SchedulePurchased Assets (excluding Intellectual Property Rights which is the subject of Section 3.10(c)) (assuming that Purchaser designates assets as Purchased Assets to the maximum extent permitted by Section 2.4(l)), Seller ownsfree and clear of any Liens, leases, licenses or has the right to use the Purchased Assetsother than Permitted Liens. (b) Schedule 4.4(bThe Purchased Assets, (i) in combination with the rights and licenses granted in this Agreement, the Intellectual Property License Agreement and the Trademark License Agreement with respect to Seller Licensed IP and Seller Licensed Patents, (ii) in combination with and giving effect to the Transaction Documents and all of the Seller Disclosure Schedule sets forth a complete assets (including tangible and accurate list of all Purchased Assets intangible assets), services, products and real property provided or to be provided, acquired, leased or licensed under the Transaction Documents, (iii) in combination with the Excluded Assets set forth in Section 2.5(a), Section 2.5(d)(i), Section 2.5(d)(ii), Section 2.5(f), Section 2.5(l) and Section 2.5(p), (iv) assuming that Purchaser designates assets as Purchased Assets to the maximum extent permitted by Section 2.4(l), (v) assuming that Purchaser employs all Business Employees and Business Service Providers, (vi) excluding all administrative support and corporate-level services that are currently provided to the Business by Seller from or its Subsidiaries, (vii) assuming that any other Person (including Parent and any other Affiliate of Seller). Except as set forth on Schedule 4.4(b) of the Seller Disclosure Schedule, no other Person has any right, title or interest in any of the Purchased Assets. (c) Seller has, and subject to obtaining any consents required by this Agreement, at the Closing will transfer to Purchaser, good, valid and transferable title to (or in the case of any leased or licensed Purchased Assets listed on Schedule 4.4(b) of the Seller Disclosure Schedule, in a valid lease in or license to) the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances. Seller has the valid and exclusive right to possess, use and transfer the Purchased Assets; in each case, which right shall Delayed Transfer Jurisdiction will be fully transferred to Purchaser at the Closing relevant Delayed Transfer Closing, (viii) assuming that Purchaser has or establishes entities in each jurisdiction in which the location of Purchased Assets or Business Employees so requires and (ix) assuming the assignment and transfer to Purchaser of all rights of Seller and its Subsidiaries to the extent related to the Business under any Shared Contracts following the receipt of all required Non-Regulatory Approvals as contemplated pursuant to the terms of this Agreement. (d) The Purchased Assets Section 2.10, constitute (iA) all of the Assets of Seller material assets and its Affiliates relating primarily or exclusively rights used in the Business immediately prior to the Product Closing and (iiB) all of the Assets of assets and rights necessary for Purchaser to conduct the Business in the same manner in all material respects as the manner in which the Business was conducted by Seller and its Affiliates that are material and necessary Subsidiaries in the twelve (12) month period prior to the development Closing. This Section 3.13(b) does not address and manufacture will not be construed as a representation or warranty of the ProductSeller regarding infringement or misappropriation of any Intellectual Property Rights, provided that for purposes of clauses (i) and (ii): (A) Seller makes no representation as to the volume of Product that may be manufactured using only the Purchased Assets; (B) the following which are excluded from “Assets”: (x) the Assets set forth exclusively addressed in Section 2.2 and (y) records not included in the definition of Product Records; and (C) as to Contracts, the Purchased Assets include the material Contracts to which Seller or any Affiliate thereof is a party relating primarily or exclusively to the Product, other than those Contracts set forth on Schedule 4.11(b3.10(b).

Title; Sufficiency of Assets. (a) Except as set forth on Schedule 4.4(ain Section 3.18(a) of the Seller Disclosure ScheduleSchedules, Seller ownsthe Sellers have (i) good and valid title to, leasesare the sole and exclusive owners of, licenses or has and have the legal right to use transfer (or cause to be transferred) all of the owned tangible Purchased Assets purported to be transferred hereby, and (ii) valid leasehold interests to, and the legal right to transfer (or cause to be transferred), all the leased and subleased tangible Purchased Assets. , in each case free and clear of any Liens other than Permitted Liens (b) Schedule 4.4(bother than, with respect to Assigned Contracts, any Transfer Consents required in connection with the Contemplated Transactions and set forth on Section 3.18(a) of the Seller Disclosure Schedule sets forth a complete and accurate list Schedules). All of all the material tangible Purchased Assets leased (whether owned or licensed by Seller from any other Person leased) are in good working order, operating condition and state of repair (including Parent ordinary wear and any other Affiliate of Sellertear excepted). Except as set forth on Schedule 4.4(bin Section 3.18(a) of the Seller Disclosure ScheduleSchedules, no other Person has any rightas of immediately following the Closing, Buyer will own and have good and valid title to, or a valid leasehold interest in any of the Purchased Assets. (c) Seller hasas applicable), and subject to obtaining any consents required by this Agreement, at the Closing will transfer to Purchaser, good, valid and transferable title to (or in the case of any leased or licensed Purchased Assets listed on Schedule 4.4(b) of the Seller Disclosure Schedule, a valid lease in or license to) the Purchased Assets, free and clear of all Encumbrances other than Liens, except for Permitted Encumbrances. Seller has Liens. (b) As of the valid and exclusive right to possessClosing Date, use and transfer (i) the Purchased Assets; , (ii) Commercial Software and other software set forth on Section 3.18(b) of the Seller Disclosure Schedules (which, for the avoidance of doubt, are Excluded Assets) and (iii) the assets, services, products and real property to be provided, acquired, leased or licensed under the Transaction Documents constitute all of the assets (other than Employee Plans and policies of insurance) necessary to conduct the Business in each casesubstantially the same manner, which right shall be fully transferred to Purchaser at in all material respects, as conducted by Sellers during the Closing pursuant twelve (12)-month period prior to the terms of this AgreementClosing. (dc) The Purchased Assets constitute As of the Closing Date, (i) all of the Assets of Seller and its Affiliates relating primarily or exclusively to the Product and Business Intellectual Property, together with (ii) all of the Assets of Seller and its Affiliates that are material and necessary to Intellectual Property licensed under the development and manufacture of the Product, provided that for purposes of clauses (i) and (ii): (A) Seller makes no representation as to the volume of Product that may be manufactured using only the Purchased Assets; (B) the following are excluded from “Assets”: (x) the Assets set forth in Section 2.2 and (y) records not included in the definition of Product Records; and (C) as to Contracts, the Purchased Assets include the material Contracts to which Seller or any Affiliate thereof is a party relating primarily or exclusively to the Product, other than those Contracts set forth on Schedule 4.11(b)Section 3.07(a)(xv) of the Seller Disclosure Schedules, (iii) the licenses granted to Buyer pursuant to the Transition Services Agreement, (iv) the Commercial Software, and (v) any Open Source Materials, constitute all of the Intellectual Property that is used in or necessary to conduct the Business, immediately following the Closing Date, in substantially the same manner as conducted by Sellers during the twelve (12)-month period prior to the Closing.

Title; Sufficiency of Assets. (a) Except as set forth on Schedule 4.4(a) of the The applicable Seller Disclosure ScheduleEntities own all rights, Seller owns, leases, licenses or has the right title and interests in and to use the Purchased Assets. (b) Schedule 4.4(b) of the Seller Disclosure Schedule sets forth a complete Assets free and accurate list clear of all Liens, other than Permitted Liens. The Purchased Assets leased or licensed by Seller from any other Person (including Parent Consolidated Ventures and any other Affiliate of Seller). Except as set forth on Schedule 4.4(b) of the Seller Disclosure Schedule, no other Person has any Purchased Entities and their respective Subsidiaries own all right, title or and interest in any of and to the Purchased Assets. (c) Seller hasAssets held by such Purchased Consolidated Ventures, and subject to obtaining any consents required by this Agreement, at the Closing will transfer to Purchaser, good, valid and transferable title to (Purchased Entities or in the case of any leased or licensed Purchased Assets listed on Schedule 4.4(b) of the Seller Disclosure Schedule, a valid lease in or license to) the Purchased AssetsSubsidiaries, free and clear of all Encumbrances Liens, other than Permitted EncumbrancesLiens. As of the execution of the conveyance documents from the Seller has the valid and exclusive right to possess, use and transfer the Purchased Assets; in each case, which right shall be fully transferred Entities to Purchaser at or any of its designated Affiliates for any Purchased Asset, Purchaser or its applicable Affiliates shall own all the Closing pursuant rights, title and interest in and to the terms such Purchased Assets free and clear of this Agreementall Liens, other than Permitted Liens. (db) The As of the Closing, the Purchased Assets constitute (including the Purchased Entity Shares and the Purchased Venture Interests) and the assets held by the Purchased Companies and their Subsidiaries, (i) taking into account the Transaction Documents and all of the Assets of Seller assets, services, products, real property, Intellectual Property and its Affiliates relating primarily Know-How to be provided, acquired, leased or exclusively to licensed under the Product Transaction Documents and (ii) assuming all Approvals and Business Permits have been obtained or transferred, are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business in all material respects in the manner currently conducted. Except for Excluded Assets used to provide services, assets or products pursuant to the Transition Services Agreement or the Lease Agreement, none of Seller and its Affiliates that the Excluded Assets are material and necessary to the development and manufacture of the Product, provided that for purposes of clauses (i) and (ii): (A) Seller makes no representation as to the volume of Product that may be manufactured using only the Purchased Assets; (B) the following are excluded from “Assets”: (x) the Assets set forth in Section 2.2 and (y) records not included in the definition of Product Records; and (C) as to Contracts, the Purchased Assets include the material Contracts to which Seller or any Affiliate thereof is a party relating primarily or exclusively to the Product, other than those Contracts set forth on Schedule 4.11(b)Business.

Title; Sufficiency of Assets. (a) Except as otherwise set forth on Schedule 4.4(aSection 3.8(a) of the Seller Disclosure ScheduleSchedules. (i) Seller, Seller ownsanother Asset Selling Entity or a Purchased Controlled Company has good and valid title to, leases, licenses or has a valid leasehold interest in and the right to use transfer (or cause to be transferred) in accordance with the terms of this Agreement and the transactions contemplated hereby, all the Purchased Assets. Assets (b) Schedule 4.4(b) of the Seller Disclosure Schedule sets forth a complete and accurate list of all Purchased Assets leased or licensed by Seller from any other Person (including Parent and any other Affiliate of Seller). Except as set forth on Schedule 4.4(b) of the Seller Disclosure Schedule, no other Person has any right, title or interest in any of than the Purchased Assets. (c) Seller has, Entity Shares and subject to obtaining any consents required by this Agreement, at the Closing will transfer to Purchaser, good, valid and transferable title to (or in the case of any leased or licensed Purchased Assets listed on Schedule 4.4(b) of the Seller Disclosure Schedule, a valid lease in or license to) the Purchased AssetsVenture Interests), free and clear of all Encumbrances Liens (other than Permitted Encumbrances. Seller has Liens), and (ii) at the Closing, assuming the receipt of all Approvals required for the transfer, conveyance and assignment of such Purchased Assets, Seller, another Asset Selling Entity or a Purchased Controlled Company will, directly or indirectly, transfer, convey and assign good and valid title to such owned Purchased Assets (other than the Purchased Entity Shares and exclusive the Purchased Venture Interests) and the right to possess, use and transfer the such leased or licensed Purchased Assets; , in each case, which right shall be fully transferred to Purchaser at the Closing pursuant to the terms free and clear of this Agreement. all Liens (d) The Purchased Assets constitute (i) all other than Permitted Liens), in each case of the Assets of Seller and its Affiliates relating primarily or exclusively to the Product and (ii) all of the Assets of Seller and its Affiliates that are material and necessary to the development and manufacture of the Product, provided that for purposes of clauses (i) and (ii): ), except as would not, individually or in the aggregate, reasonably be expected to be material to the Business taken as a whole. (b) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business taken as a whole, the Purchased Assets and the other assets of the Purchased Controlled Companies constituting Tangible Personal Property (i) are in good operating condition and repair (subject to normal wear and tear), (ii) are free from any material defect, (iii) are reasonably adequate and suitable for their present and intended uses and (iv) have been maintained in all material respects in accordance with generally accepted industry standards. (c) The Purchased Assets (including the Purchased Entity Shares and the Purchased Venture Interests) and the other assets of the Purchased Controlled Companies, assuming all Approvals and all Business Permits have been obtained or transferred, constitute all of the assets owned by the Seller Entities that are necessary to conduct the Business at Closing in all material respects in the manner currently conducted and as conducted immediately prior to the Closing, other than (i) those assets, properties and rights that are used to perform (A) Seller makes no representation as the services that are specifically listed in the Schedules attached to, or otherwise required to be provided under, the volume of Product that may be manufactured using only the Purchased Assets; Transition Services Agreement or (B) the following are excluded from “Assets”: (x) the Assets set forth in Section 2.2 and (y) records not included in the definition of Product Records; and (C) as to Contracts, the Purchased Assets include the material Contracts to which Seller or any Affiliate thereof is a party relating primarily or exclusively to the Product, other than those Contracts services set forth on Schedule 4.11(b)Exhibit A of the Transition Services Agreement or (ii) the Licensed IP. The Business IP and Licensed IP, together with the rights provided pursuant to the Specified Business Contracts and Transaction Documents, constitute all material Intellectual Property that is used or held for use in, or otherwise necessary for, the operation of the Business in the manner currently conducted and as conducted immediately prior to the Closing.

Title; Sufficiency of Assets. (a) Except as set forth on Schedule 4.4(aSeller, or one or its Subsidiaries, has good and valid title to (or a valid leasehold interest in or license to) all of the Seller Disclosure SchedulePurchased Assets (excluding Intellectual Property Rights which is the subject of Section 3.10(c)) (assuming that Purchaser designates assets as Purchased Assets to the maximum extent permitted by Section 2.4(l)), Seller ownsfree and clear of any Liens, leases, licenses or has the right to use the Purchased Assetsother than Permitted Liens. (b) Schedule 4.4(bThe Purchased Assets, (i) in combination with the rights and licenses granted in this Agreement, the Intellectual Property License Agreement and the Trademark License Agreement with respect to Seller Licensed IP and Seller Licensed Patents, (ii) in combination with and giving effect to the Transaction Documents and all of the Seller Disclosure Schedule sets forth a complete assets (including tangible and accurate list of all Purchased Assets intangible assets), services, products and real property provided or to be provided, acquired, leased or licensed under the Transaction Documents, (iii) in combination with the Excluded Assets set forth in Section 2.5(a), Section 2.5(d)(i), Section 2.5(d)(ii), Section 2.5(f), Section 2.5(l) and Section 2.5(p), (iv) assuming that Purchaser designates assets as Purchased Assets to the maximum extent permitted by Section 2.4(l), (v) assuming that Purchaser employs all Business Employees and Business Service Providers, (vi) excluding all administrative support and corporate-level services that are currently provided to the Business by Seller from or its Subsidiaries, (vii) assuming that any other Person (including Parent and any other Affiliate of Seller). Except as set forth on Schedule 4.4(b) of the Seller Disclosure Schedule, no other Person has any right, title or interest in any of the Purchased Assets. (c) Seller has, and subject to obtaining any consents required by this Agreement, at the Closing will transfer to Purchaser, good, valid and transferable title to (or in the case of any leased or licensed Purchased Assets listed on Schedule 4.4(b) of the Seller Disclosure Schedule, in a valid lease in or license to) the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances. Seller has the valid and exclusive right to possess, use and transfer the Purchased Assets; in each case, which right shall Delayed Transfer Jurisdiction will be fully transferred to Purchaser at the Closing relevant Delayed Transfer Closing, (viii) assuming that Purchaser has or establishes entities in each jurisdiction in which the location of Purchased Assets or Business Employees so requires and (ix) assuming the assignment and transfer to Purchaser of all rights of Seller and its Subsidiaries to the extent related to the Business under any Shared Contracts following the receipt of all required Non-Regulatory Approvals as contemplated pursuant to the terms of this Agreement. (d) The Purchased Assets Section 2.10, constitute (iA) all of the Assets of Seller material assets and its Affiliates relating primarily or exclusively rights used in the Business immediately prior to the Product Closing and (iiB) all of the Assets of assets and rights necessary for Purchaser to conduct the Business in the same manner in all material respects as the manner in which the Business was conducted by Seller and its Affiliates that are material and necessary Subsidiaries in the twelve (12) month period prior to the development Closing. This Section 3.13(b) does not address and manufacture will not be construed as a representation or warranty of the ProductSeller regarding infringement or misappropriation of any Intellectual Property Rights, provided that for purposes of clauses (i) and (ii): (A) Seller makes no representation as to the volume of Product that may be manufactured using only the Purchased Assets; (B) the following which are excluded from “Assets”: (x) the Assets set forth exclusively addressed in Section 2.2 and (y) records not included in the definition of Product Records; and (C) as to Contracts, the Purchased Assets include the material Contracts to which Seller or any Affiliate thereof is a party relating primarily or exclusively to the Product, other than those Contracts set forth on Schedule 4.11(b3.10(b).. -50-

Title; Sufficiency of Assets. (a) Except as set forth disclosed on Schedule 4.4(a) of 4.02, each Seller has good and marketable title to and is the Seller Disclosure Scheduleexclusive legal and equitable owner of, Seller ownsor, leases, licenses or otherwise has the right to use the Purchased Assets. (b) Schedule 4.4(b) of the Seller Disclosure Schedule sets forth pursuant to a complete and accurate list of all Purchased Assets leased valid lease, license or licensed by Seller from any other Person (including Parent and any other Affiliate of Seller). Except contractual arrangement, as set forth on Schedule 4.4(b) of the Seller Disclosure Schedule, no other Person has any right, title or interest in any of the Purchased Assets. (c) Seller has, and subject to obtaining any consents required by this Agreement, at the Closing will transfer to Purchaser, good, valid and transferable title to (or in the case may be, and, in each case, has the power and rights to assign and deliver, the Transferred Assets of any leased or licensed Purchased Assets listed on Schedule 4.4(b) of the Seller Disclosure Schedule, a valid lease in or license to) the Purchased Assetssuch Seller, free and clear of all Encumbrances Liens, other than Permitted EncumbrancesLiens. Seller has At the Closing, subject to Section 2.03 and subject to Bankruptcy Court approval, entry of the Bidding Procedures and Sale Orders and assumption by Buyer of the Assumed Contracts in accordance with applicable Law (including satisfaction of any applicable Cure Costs), Buyer or one of its Affiliates will own and have good, valid and exclusive right and marketable title to possessor a valid leasehold interest in, use as the case may be, each of such Transferred Assets free and transfer the Purchased Assets; in each caseclear of all Liens, which right shall be fully transferred to Purchaser at the Closing pursuant to the terms of this Agreementother than Permitted Liens. (db) The Purchased Assets constitute Business is conducted only through the Sellers and not through any Subsidiary of Parent that is not a Seller and no Affiliate of Parent (other than the Sellers) owns or has title to any asset used or held for use in the Business. (c) Assuming (i) receipt of all relevant Third Party Consents and transfer of the Assets of Seller and its Affiliates relating primarily or exclusively to the Product all Permits and (ii) that all Available Contracts (including all Leases) are assumed, and after giving effect to the rights granted under the Transition Services Agreement, the Transferred Assets constitute all of the Assets of Seller properties, rights and its Affiliates assets that are material and necessary to permit Buyer to conduct the development and manufacture of Business, after the Product, provided that for purposes of clauses (i) and (ii): (A) Seller makes no representation as to the volume of Product that may be manufactured using only the Purchased Assets; (B) the following are excluded from “Assets”: (x) the Assets set forth in Section 2.2 and (y) records not included Closing in the definition same manner conducted by the Sellers on the date hereof (recognizing that certain employees of Product Records; Sellers and (C) as their Affiliates will not be Transferred Employees and that the Assumed Employee Plans do not constitute all benefit plans applicable to Contracts, the Purchased Assets include the material Contracts to which Seller or any Affiliate thereof is a party relating primarily or exclusively to the Product, other than those Contracts set forth on Schedule 4.11(bemployees of Sellers and their Affiliates).

Title; Sufficiency of Assets. (a) Except as set forth on Schedule 4.4(a) of the Seller Disclosure Schedule, Seller owns, leases, licenses or has the right to use the Purchased Assets. (b) Schedule 4.4(bin Section 3.5(a) of the Seller Disclosure Schedule sets forth a complete or as would not reasonably be expected to be material to the Business, Seller or the Seller Subsidiaries have good title to, or other legal rights to possess and accurate list use, all of all Purchased Assets leased or licensed by Seller from any other Person (including Parent and any other Affiliate of Seller)the Acquired Assets, subject to Permitted Liens. Except as set forth on Schedule 4.4(b) would not reasonably be expected to be material to the Business, the Tangible Personal Property is in good operating condition and of a quality that is usable and saleable, in the ordinary course of business of the Seller Disclosure Schedule, no other Person has any right, title Business (and inventory for CPE included therein will consist at or interest in any immediately prior to Closing of a quantity necessary for at least six (6) weeks of operations of the Purchased AssetsBusiness). (cb) Seller has, and subject to obtaining any consents required by this Agreement, at the Closing will transfer to Purchaser, good, valid and transferable title to (or in the case of any leased or licensed Purchased Assets listed on Schedule 4.4(b) of the Seller Disclosure Schedule, a valid lease in or license to) the Purchased The Acquired Assets, free together with the rights and clear of all Encumbrances other than Permitted Encumbrances. Seller has the valid and exclusive right benefits to possess, use and transfer the Purchased Assets; in each case, which right shall be fully transferred to Purchaser at the Closing provided pursuant to the terms Transition Services Agreement and assuming all consents, authorizations, assignments, amendments and Permits necessary in connection with the consummation of the transactions contemplated by this Agreement. (d) The Purchased Assets Agreement and the Ancillary Agreements have been obtained, shall, in the aggregate, constitute (i) all of the Assets of Seller assets necessary for Purchaser and its Affiliates relating primarily or exclusively to conduct the Business immediately following the Closing in substantially the same manner in all material respects as conducted by Seller and the Seller Subsidiaries immediately prior to the Product Closing. Notwithstanding the generality of the foregoing, the telephone numbers and (ii) IP addresses to be assigned to Purchaser and its Affiliates, together with the rights and benefits to be provided pursuant to the Transition Services Agreement, shall be sufficient and constitute all of the Assets of Seller such telephone numbers and IP addresses necessary for Purchaser and its Affiliates that are to conduct the Business immediately following the Closing substantially in the same manner in all material respects as conducted by Seller and necessary the Seller Subsidiaries immediately prior to the development Closing, and manufacture the transfer of such telephone numbers and IP addresses will not materially disrupt the operation of the ProductBusiness or the Systems. Nothing in this Section 3.5 is intended to or shall be treated as a representation of non-infringement, provided that for purposes of clauses (i) and (ii): (A) Seller makes no representation as to the volume of Product that may be manufactured using only the Purchased Assets; (B) the following are excluded from “Assets”: (x) the Assets which is solely set forth in Section 2.2 and (y) records not included in the definition of Product Records; and (C) as to Contracts, the Purchased Assets include the material Contracts to which Seller or any Affiliate thereof is a party relating primarily or exclusively to the Product, other than those Contracts set forth on Schedule 4.11(b)3.16.

Title; Sufficiency of Assets. (a) Except as set forth on Schedule 4.4(a3.17(a) of the Seller Disclosure ScheduleLetter, Seller owns, leases, licenses or each Selling Subsidiary has good and valid title to all of the right to use tangible assets and property included in the Purchased Assets. (b) Schedule 4.4(b) Assets free and clear of all Liens, other than Permitted Liens and Liens created by or as a result of the Seller Disclosure Schedule sets forth acts of Purchasers or any of their Affiliates. Each Selling Subsidiary has a complete and accurate list of all Purchased Assets leased or licensed by Seller from any other Person (including Parent and any other Affiliate of Seller). Except as set forth on Schedule 4.4(b) of the Seller Disclosure Schedule, no other Person has any right, title or valid leasehold interest in any of the Purchased Assets. (c) Seller has, and subject to obtaining any consents required by this Agreement, at the Closing will transfer to Purchaser, good, valid and transferable title to (or leased assets included in the case of any leased or licensed Purchased Assets listed on Schedule 4.4(b) of the Seller Disclosure Schedule, a valid lease in or license to) the Purchased Assets, free and clear of all Encumbrances Liens other than Permitted EncumbrancesLiens and Liens created by or as a result of the acts of Purchasers or any of their Affiliates. Seller Each Conveyed Entity has good and valid title to the assets owned by it related to, used, or held for use in the Business. Each Conveyed Entity has a valid leasehold interest in the assets leased by it. Selling Subsidiary 1 has good and exclusive right valid title to possessthe Conveyed Entity 1 Equity Interests, use and transfer the Purchased Assets; each of Selling Subsidiary 1 and Selling Subsidiary 3 has good and valid title to Conveyed Entity 2 Equity Interests owned by it, in each casecase free and clear of all Liens except for restrictions imposed by securities laws applicable to unregistered securities generally, which right shall restrictions on transfer set forth in the organizational documents of the Conveyed Entities and Liens created by or as a result of the acts of Purchasers or any of their Affiliates. (b) The deeds, endorsements, assignments and other instruments to be fully transferred executed and delivered by the Selling Subsidiaries to Purchaser Purchasers at the Closing will effectively transfer to the applicable Purchaser (i) good and valid title of all of the Purchased Assets (other than the Unassigned Contracts) pursuant to and as contemplated by this Agreement free and clear of all Liens (except Permitted Liens, any Liens assumed by the terms applicable Purchaser pursuant to this Agreement and Liens created by or as a result of this Agreementthe acts of Purchasers or any of their Affiliates) and (ii) good and valid title to the Conveyed Entity Equity Interests free and clear of all Liens except for restrictions imposed by securities laws applicable to unregistered securities generally, restrictions on transfer set forth in the organizational documents of the Conveyed Entities and Liens created by or as a result of the acts of Purchasers or any of their Affiliates. (c) The Purchased Assets, the rights under the Seller Documents and the Selling Subsidiary Documents and the assets owned or leased by the Conveyed Entities as of immediately prior to the Closing constitute all assets necessary to operate and conduct the Business in all material respects as conducted as of the date hereof and as conducted during the six months preceding the date hereof, except as set forth on Schedule 3.17(c) of the Seller Disclosure Letter. Except as set forth on Schedule 3.17(c) of the Seller Disclosure Letter, the Selling Subsidiaries and the Conveyed Entities are the only entities through which the Business is conducted. (d) The Purchased Assets constitute Fifteen thousand dollars (i$15,000) all per metric ton of the Assets of Seller and Electrodes is Seller’s actual 2018 cost to acquire Electrodes under its Affiliates relating primarily or exclusively to the Product and (ii) all of the Assets of Seller and its Affiliates that are material and necessary to the development and manufacture of the Product, provided that for purposes of clauses (i) and (ii): (A) Seller makes no representation as to the volume of Product that may be manufactured using only the Purchased Assets; (B) the following are excluded from “Assets”: (x) the Assets set forth in Section 2.2 and (y) records not included in the definition of Product Records; and (C) as to Contracts, the Purchased Assets include the material Contracts to which Seller or any Affiliate thereof is a party relating primarily or exclusively to the Product, other than those Contracts current supply Contract set forth on Schedule 4.11(b3.17(d) of the Seller Disclosure Letter (the “Electrode Supply Contract”).

Title; Sufficiency of Assets. (a) Except as otherwise set forth on Schedule 4.4(a) Section 3.8 of the Seller Disclosure ScheduleSchedules, (i) Seller, or another Seller ownsEntity has good and valid title to, leases, licenses or has the right to use the Purchased Assets. (b) Schedule 4.4(b) of the Seller Disclosure Schedule sets forth a complete and accurate list of all Purchased Assets leased or licensed by Seller from any other Person (including Parent and any other Affiliate of Seller). Except as set forth on Schedule 4.4(b) of the Seller Disclosure Schedule, no other Person has any right, title or interest in any of the Purchased Assets. (c) Seller has, and subject to obtaining any consents required by this Agreement, at the Closing will transfer to Purchaser, good, valid and transferable title to (or cause to be transferred) in accordance with the case terms of any leased or licensed Purchased Assets listed on Schedule 4.4(b) of this Agreement and the Seller Disclosure Scheduletransactions contemplated hereby, a valid lease in or license to) all the Purchased Assets, free and clear of all Encumbrances Liens (other than Permitted Encumbrances. Liens); (ii) Seller, another Seller Entity or a Purchased Consolidated Company has good and valid title to the Purchased Entity Shares and the Purchased Venture Interests and is the record and the beneficial owner of all such Purchased Entity Shares and the Purchased Venture Interests free and clear of all Liens (other than Permitted Liens); and (iii) at the Closing, assuming the receipt of all Approvals required for the transfer, conveyance and assignment of such Purchased Assets, Seller or another Seller Entity will have the ability to transfer, convey and assign good and valid title to the owned Purchased Assets (including record and exclusive the beneficial ownership of all Purchased Entity Shares and Purchased Venture Interests (other than Purchased Entity Shares and Purchased Venture Interests held as of the Closing by a Purchased Consolidated Company) and the right to possess, use and transfer the leased or licensed Purchased Assets; , in each case, which right shall be fully transferred to Purchaser at the Closing pursuant to the terms case free and clear of this Agreementall Liens (other than Permitted Liens). (db) The Purchased Assets constitute (i) all As of the Assets of Seller and its Affiliates relating primarily or exclusively to the Product and (ii) all of the Assets of Seller and its Affiliates that are material and necessary to the development and manufacture of the Product, provided that for purposes of clauses (i) and (ii): (A) Seller makes no representation as to the volume of Product that may be manufactured using only the Purchased Assets; (B) the following are excluded from “Assets”: (x) the Assets set forth in Section 2.2 and (y) records not included in the definition of Product Records; and (C) as to ContractsClosing, the Purchased Assets include (including the Purchased Entity Shares and the Purchased Venture Interests), together with Purchaser’s rights under the Transaction Documents, and assuming all Approvals required for the transfer, conveyance and assignment of such Purchased Assets, constitute all of the properties, assets and rights necessary to enable Purchaser to conduct the Business following the Closing in all material Contracts to which Seller or any Affiliate thereof respects in the manner it is a party relating primarily or exclusively to the Product, other than those Contracts set forth on Schedule 4.11(b)currently conducted by Seller.