Common use of Title; Sufficiency Clause in Contracts

Title; Sufficiency. (a) Pursuant to an Amended and Restated Business Combination Agreement, dated as of May 26, 2023, by and among Freedom Acquisition I Corp., Jupiter Merger Sub I Corp., Jupiter Merger Sub II LLC, Complete Solar Holding Corporation and The Solaria Corporation, Seller became the successor-in-interest to the rights, title and interests of The Solaria Corporation, a Delaware corporation, including, without limitation, all rights, title and interest in and to the Purchased Assets. (b) Seller has good and valid title to, and Seller is the exclusive legal and equitable owner of, all right, title and interest in and to the Purchased Assets and has the unrestricted power and right to sell, assign and deliver the Purchased Assets. The Purchased Assets are free and clear of all Encumbrances of any kind or nature. (c) The Purchased Assets constitute all of the properties, rights, interests and other tangible and intangible assets necessary to enable Purchaser to use, sell, license, distribute, maintain, support and otherwise commercialize or exploit the Purchased Assets immediately following the Closing in the manner in which the Purchased Assets have been since the Lookback Date and are currently developed, used, sold, licensed, distributed, maintained, supported and otherwise commercialized (and have been since the Lookback Date and are currently planned to be developed, used, sold, licensed, distributed, maintained, supported and otherwise commercialized). The sale, transfer and assignment of the Purchased Assets as contemplated by this Agreement will give Purchaser possession of, and the right to use, all the assets that are used or held for use in connection with or (other than any general and administrative business functions of Seller not specific to the Business or the Purchased Assets) in support of, or necessary for or relate to, the Business (other than the European Business) as of and immediately after the Closing Date. As of the Closing, Xxxxxxxxx will be entitled to the continued possession and use of all Purchased Assets. Following the consummation of the transactions contemplated hereby and by the Transaction Documents, and except as may be provided in any Transaction Document, there are no other assets, properties or rights (including, without limitation, any Excluded Assets) that are required by Seller, or that will be required by Purchaser immediately after the Closing, to conduct business in a manner substantially consistent with the manner in which Seller conducted the Business (other than the European Business) immediately prior to the Closing Date.

Title; Sufficiency. (a) Pursuant Each of the Sellers has good and marketable fee simple or leasehold title, as the case may be, to an Amended its Real Property. Each of the Sellers has good and Restated Business Combination Agreement, dated as of May 26, 2023, by and among Freedom Acquisition I Corp., Jupiter Merger Sub I Corp., Jupiter Merger Sub II LLC, Complete Solar Holding Corporation and The Solaria Corporation, Seller became the successor-in-interest valid title to the rights, title and interests of The Solaria Corporation, a Delaware corporation, including, without limitation, all rights, title and interest in and to the Purchased Assetsits Personal Property. (b) Seller has good The Real Property and valid title to, and Seller the Personal Property is held by the exclusive legal and equitable owner of, all right, title and interest in and to the Purchased Assets and has the unrestricted power and right to sell, assign and deliver the Purchased Assets. The Purchased Assets are Sellers free and clear of all Encumbrances liens, pledges, claims, charges, security interests or other encumbrances, and is not, in the case of the Real Property, subject to any rights-of-way, building or use restrictions, exceptions, variances, reservations or limitations of any kind or nature. nature whatsoever except (ci) The Purchased Assets constitute all encumbrances for Taxes not yet due and payable; (ii) liens for inchoate mechanics’ and materialmen’s liens for construction in progress and workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business; (iii) easements, restrictive covenants, rights of way and other similar restrictions of record that do not impair in any material respect the value of the properties, rights, interests and other tangible and intangible assets necessary to enable Purchaser to use, sell, license, distribute, maintain, support and otherwise commercialize or exploit the Purchased Assets immediately following continued conduct of the Closing business in the manner currently used; (iv) zoning and similar legal restrictions that do not impair in which any material respect the Purchased Assets have been since value of the Lookback Date asset or the continued conduct of the business in the manner currently used; (v) encumbrances, encroachments and are other imperfections of title, licenses or encumbrances, if any, of record that do not impair in any material respect the value of the asset or the continued use of its assets in the manner currently developedused; (vi) encumbrances arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; and (v) in the case of Leased Real Property, usedall matters, soldwhether or not of record, licensed, distributed, maintained, supported and otherwise commercialized affecting the title of the lessor (and have been since any underlying lessor) of the Lookback Date and are Leased Real Property that do not impair in any material respect the value of the asset or the continued conduct of the business in the manner currently planned to be developed, used, sold, licensed, distributed, maintained, supported and otherwise commercialized). The saleSellers will convey title to the Real Property free and clear of all liens, transfer pledges, claims, charges, security interests or other encumbrances, and assignment is not, in the case of the Purchased Assets as contemplated by Real Property, subject to any rights-of-way, building or use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever except the Permitted Encumbrances. For purposes of this Agreement will give Purchaser possession ofAgreement, “Permitted Encumbrances” means (i) encumbrances for Taxes not yet due and payable; (ii) easements, restrictive covenants, rights of way and other similar restrictions of record that do not impair in any material respect the right to usevalue of the assets or the continued conduct of the business in the manner currently usedand that are described in the Title Policies; (iii) zoning and similar municipal restrictions that do not impair in any material respect the value of the asset or the continued conduct of the business in the manner currently used; and (iv) in the case of Leased Real Property, all matters, whether or not of record, affecting the assets title of the lessor (and any underlying lessor) of the Leased Real Property that are used or held for use do not impair in connection with or (other than any general and administrative business functions material respect the value of Seller not specific to the Business asset or the Purchased Assets) in support of, or necessary for or relate to, the Business (other than the European Business) as of and immediately after the Closing Date. As continued conduct of the Closing, Xxxxxxxxx will be entitled to the continued possession and use of all Purchased Assets. Following the consummation of the transactions contemplated hereby and by the Transaction Documents, and except as may be provided in any Transaction Document, there are no other assets, properties or rights (including, without limitation, any Excluded Assets) that are required by Seller, or that will be required by Purchaser immediately after the Closing, to conduct business in a manner substantially consistent with the manner in which Seller conducted the Business (other than the European Business) immediately prior to the Closing Datecurrently used.

Title; Sufficiency. (a) Pursuant to an Amended Seller and Restated Business Combination Agreement, dated as of May 26, 2023, by and among Freedom Acquisition I Corp., Jupiter Merger Sub I Corp., Jupiter Merger Sub II LLC, Complete Solar Holding Corporation and The Solaria Corporation, Seller became the successor-in-interest to the rights, title and interests of The Solaria Corporation, a Delaware corporation, including, without limitation, all rights, title and interest in and to the Purchased Assets. (b) Seller has its Subsidiaries have good and valid title to, or in the case of leased properties and Seller is assets, valid leasehold interests in, are the exclusive legal and equitable owner owners of, all rightand, title and interest in and subject to obtaining the Purchased Assets and has consents set forth on Section 2.7(a) of the Seller Disclosure Schedule, have the unrestricted power and right to sell, assign and deliver the Purchased Assets. The Purchased Assets are free and clear of all Encumbrances of any kind or nature, except (i) Encumbrances disclosed in Section 2.7(a)(i) of the Seller Disclosure Schedule which will be removed and released at or prior to the Closing, and (ii) Permitted Encumbrances. Upon the Closing, Purchaser will acquire good and valid title to or a valid leasehold interest in (as the case may be) the Purchased Assets and no restrictions will exist on Purchaser’s right to resell, license or sublicense any of the Purchased Assets or Assumed Liabilities or engage in the Business as currently conducted. (cb) The Purchased Assets constitute together with Seller Licensed Intellectual Property and the Transition Services will constitute, as of the Closing Date, all of the properties, rights, Contracts, interests and other tangible and intangible assets necessary to enable Purchaser to use, sell, license, distribute, maintain, support (i) own and otherwise commercialize or exploit use the Purchased Assets immediately following the Closing in the manner in which the Purchased Assets have been since owned and used in the Lookback Date 12 months prior to the date hereof and are currently developed, used, sold, licensed, distributed, maintained, supported being owned and otherwise commercialized used and (ii) conduct the Business in the manner in which the Business has been conducted in the 12 months prior to the date hereof and have been since the Lookback Date and is currently being conducted. No licenses or Consents from any other Person are currently planned or will be necessary for Purchaser to be developed, used, sold, licensed, distributed, maintained, supported and otherwise commercialized). The sale, transfer and assignment use any of the Purchased Assets as contemplated by this Agreement will give Purchaser possession of, and the right to use, all the assets that are used or held for use Seller Licensed Intellectual Property in connection with or (other than any general and administrative business functions of Seller not specific to the Business or the Purchased Assets) in support of, or necessary for or relate to, the Business (other than the European Business) as of and immediately after the Closing Date. As of the Closing, Xxxxxxxxx will be entitled to the continued possession and use of all Purchased Assets. Following the consummation of the transactions contemplated hereby and by the Transaction Documents, and except as may be provided in any Transaction Document, there are no other assets, properties or rights (including, without limitation, any Excluded Assets) that are required by Seller, or that will be required by Purchaser immediately after the Closing, to conduct business in a manner substantially consistent with the manner in which Seller conducted the Business (other than the European Business) immediately and its Subsidiaries have used such Purchased Assets and Seller Licensed Intellectual Property prior to the Closing Dateor to otherwise operate the Business in the manner in which the Business has been conducted in the 12 months prior to the date hereof and is currently being conducted, except for such licenses and Consents that if not obtained would not, individually or in the aggregate, reasonably be expected to be material to the conduct of the Business or the ownership or operation of the Purchased Assets or Seller Licensed Intellectual Property. (c) Except for compliance with the terms of the Assumed Contracts set forth on Schedule 1.1(a) and compliance with Applicable Law, no restrictions will exist on Purchaser’s right to sell, resell or license any of the Purchased Assets or engage in the Business, nor will any such restrictions be imposed on Purchaser as a consequence of the Transactions, except, in each case, for such restrictions that would not, individually or in the aggregate, reasonably be expected to be material to the conduct of the Business or the ownership or operation of the Purchased Assets or Seller Licensed Intellectual Property.

Title; Sufficiency. (a) Pursuant Except as set forth on Schedule 3.9(a) or would not reasonably be expected to have a Material Adverse Effect: (i) all tangible Acquired Assets owned and all assets leased pursuant to a lease that constitutes an Amended Assigned Contract, in each case by Seller or Liberty Georgetown, are in the possession of Seller or Liberty Georgetown, as applicable, at the Facilities; (ii) such tangible Acquired Assets are: in good operating order, condition and Restated Business Combination Agreementrepair, dated ordinary wear and tear excepted; suitable for the use to which they are put; free from defects; merchantable; and of a quality and quantity presently usable in the ordinary course of business of the Business; and (iii) with respect to any tangible Acquired Assets leased by Seller or Liberty Georgetown, such assets are in such condition as to permit the surrender thereof on the date hereof without any cost or expense for repair or restoration if the related leases were terminated on the date hereof in the ordinary course of May 26, 2023, by and among Freedom Acquisition I Corp., Jupiter Merger Sub I Corp., Jupiter Merger Sub II LLC, Complete Solar Holding Corporation and The Solaria Corporation, Seller became the successor-in-interest to the rights, title and interests of The Solaria Corporation, a Delaware corporation, including, without limitation, all rights, title and interest in and to the Purchased Assetsbusiness. (b) Seller has good and valid title toExcept as set forth on Schedule 3.9(b), the Acquired Assets, the Excluded Facility, and any accounting systems and software, computer systems and software, and other assets that are used for administrative purposes at Seller’s corporate offices, represent all of the assets (tangible and intangible) necessary to operate the Business in the same manner, in all material respects, as it was operated by Seller is and Liberty Georgetown immediately prior to the exclusive legal Closing. Except for the Liberty Georgetown Assets and equitable owner ofas set forth on Schedule 3.9(b), Seller owns all right, title and interest in and to the Purchased Assets Facilities and has all of Seller’s properties and assets reflected as owned in the unrestricted power and right to sell, assign and deliver Reference Balance Sheet or acquired since the Purchased Assets. The Purchased Reference Balance Sheet Date that are included in the Acquired Assets are free and clear of any and all Encumbrances Liens, other than Permitted Exceptions. Liberty Georgetown owns all right, title and interest in and to the Liberty Georgetown Assets free and clear of any kind or nature. (c) The Purchased Assets constitute and all of the propertiesLiens, rights, interests and other tangible and intangible assets necessary to enable Purchaser to use, sell, license, distribute, maintain, support and otherwise commercialize or exploit the Purchased Assets immediately following the Closing in the manner in which the Purchased Assets have been since the Lookback Date and are currently developed, used, sold, licensed, distributed, maintained, supported and otherwise commercialized (and have been since the Lookback Date and are currently planned to be developed, used, sold, licensed, distributed, maintained, supported and otherwise commercialized). The sale, transfer and assignment of the Purchased Assets as contemplated by this Agreement will give Purchaser possession of, and the right to use, all the assets that are used or held for use in connection with or (other than any general and administrative business functions of Seller not specific to the Business or the Purchased Assets) in support of, or necessary for or relate to, the Business (other than the European Business) as of and immediately after the Closing Date. As of the Closing, Xxxxxxxxx will be entitled to the continued possession and use of all Purchased Assets. Following the consummation of the transactions contemplated hereby and by the Transaction Documents, and except as may be provided in any Transaction Document, there are no other assets, properties or rights (including, without limitation, any Excluded Assets) that are required by Seller, or that will be required by Purchaser immediately after the Closing, to conduct business in a manner substantially consistent with the manner in which Seller conducted the Business (other than the European Business) immediately prior to the Closing DatePermitted Exceptions.