Common use of Title to and Sufficiency of Assets Clause in Contracts

Title to and Sufficiency of Assets. (a) On the Closing Date, after giving effect to the Internal Restructuring pursuant to the Separation Agreement, the Spinco Companies will have good and valid title to, or valid and enforceable leasehold interests in, in all material respects, all of the Spinco Assets contemplated to be transferred under the Separation Agreement, the Real Estate Matters Agreement, the Intellectual Property Matters Agreement and the Employee Matters Agreement, except where the conveyance of any such Spinco Asset requires a Consent which is not obtained, in which case (i) the provisions of Section 2.5 of the Separation Agreement will govern; (ii) Remainco (or an applicable Subsidiary) will have good and valid title to, or valid and enforceable leasehold interests in, in all material respects, such Spinco Asset; and (iii) if and when such Consent is obtained and such Spinco Assets are transferred to the Spinco Companies pursuant to Section 2.5 of the Separation Agreement, the Spinco Companies will have such title or leasehold interest in such Spinco Assets. (b) At the Effective Time, the Spinco Assets and the properties and rights of the Spinco Companies, taken together with the benefits of any alternative arrangements provided pursuant to Section 2.5 of the Separation Agreement, the services available from Remainco under the Transition Services Agreement and the licenses and agreements from Remainco under the Intellectual Property Matters Agreement and Real Estate Matters Agreement, will constitute all of the assets, properties and rights necessary for the conduct of the Spinco Business in all material respects as conducted during the period from June 30, 2020 to the date hereof (the “Measurement Period”) other than those assets, properties and rights disposed of or moved in the ordinary course of business. (c) The manufacturing, distribution, repair and warehouse facilities set forth on Section 2.8(c) of the Remainco Disclosure Letter (the “Spinco Operating Facilities”) are the only material manufacturing, distribution, repair and warehouse facilities owned or leased by Remainco or any of its Subsidiaries at which any of the Spinco Business is conducted as of the date hereof. During the Measurement Period, Remainco and its Subsidiaries have not transferred or moved any material equipment from any of the Spinco Operating Facilities to any other facility of any of the Remainco Companies (other than a Spinco Company) other than in the ordinary course of business.

Title to and Sufficiency of Assets. (a) On As of the Closing Date, after giving effect to the Internal Restructuring pursuant to the Separation Agreementdate hereof, the Spinco Companies Company and its Subsidiaries own, and as of the Effective Time the Company and its Subsidiaries will have own, good and valid marketable title to, or valid and enforceable leasehold interests in, in all material respects, to all of the Spinco Assets contemplated to be transferred their material assets constituting personal property (excluding, for purposes of this sentence, assets held under the Separation Agreementleases), the Real Estate Matters Agreementfree and clear of any and all mortgages, the Intellectual Property Matters Agreement and the Employee Matters Agreementliens, encumbrances, charges, claims, restrictions, pledges, security interests or impositions (collectively, “Liens”), except where for Permitted Liens. Such assets, together with all assets held by the conveyance Company and its Subsidiaries under leases and licenses of any such Spinco Asset requires a Consent which is not obtainedIntellectual Property, in which case (i) include all tangible and intangible personal property, contracts and rights necessary or required for the provisions of Section 2.5 operation of the Separation Agreement will govern; (ii) Remainco (or an applicable Subsidiary) will have good and valid title to, or valid and enforceable leasehold interests in, in all material respects, such Spinco Asset; and (iii) if and when such Consent is obtained and such Spinco Assets are transferred to the Spinco Companies pursuant to Section 2.5 businesses of the Separation AgreementCompany and its Subsidiaries in substantially the same manner as presently conducted. Buildings, machinery, equipment and other tangible assets that the Spinco Companies will Company and its Subsidiaries own are free from any material defects (patent and latent), have such title or leasehold interest been maintained in such Spinco Assetsaccordance with normal industry practice and are in good operating condition and repair (subject to normal wear and tear). (b) At Neither the Company nor any of its Subsidiaries owns, or has owned at any time, any real property. Set forth in Section 3.21(b) of the Company Letter is a complete list and description of all real property that will be leased by the Company as of the Effective TimeTime (collectively, the Spinco Assets “Leased Real Property”). (c) True and complete copies of all leases for the properties Leased Real Property (including all amendments, modifications and rights supplements thereto) in the Company’s or any of its Subsidiaries’ possession or control have been made available to Buyer. Each of the Spinco Companies, taken together Company and its Subsidiaries is in material compliance with the benefits terms of all leases or subleases to which it is a party and under which it is in occupancy, and all leases to which the Company or any of its Subsidiaries is a party and under which it is in occupancy are in full force and effect. Neither the Company nor any of its Subsidiaries has received any written notice of any alternative arrangements provided pursuant event or occurrence that has resulted or could result (with or without the giving of notice, the lapse of time or both) in a default with respect to Section 2.5 any lease or sublease to which it is a party. (d) The premises demised to the Company or any of its Subsidiaries under the Leased Real Property are reasonably adequate for the operation of the Separation Agreement, the services available from Remainco under the Transition Services Agreement and the licenses and agreements from Remainco under the Intellectual Property Matters Agreement and Real Estate Matters Agreement, will constitute all businesses of the assetsCompany and its Subsidiaries in substantially the same manner as presently conducted. (e) As used herein, properties “Permitted Liens” shall mean: (i) Liens for Taxes or governmental assessments, charges or claims the payment of which is not yet due or delinquent or which are being contested in good faith; (ii) statutory Liens of landlords and rights necessary for the conduct Liens of the Spinco Business in all material respects as conducted during the period from June 30carriers, 2020 to the date hereof (the “Measurement Period”) warehousemen, mechanics, materialmen and other than those assets, properties similar Persons and rights disposed of or moved other Liens imposed by Applicable Law incurred in the ordinary course of business. , which are either for sums not yet delinquent or are immaterial in amount or which are being contested in good faith and (ciii) The manufacturing, distribution, repair and warehouse facilities set forth on Section 2.8(c) any minor imperfection of title or similar Lien which individually or in the aggregate with other such Liens does not materially impair the value of the Remainco Disclosure Letter (property subject to such Lien or the “Spinco Operating Facilities”) are use of such property in the only material manufacturing, distribution, repair and warehouse facilities owned or leased by Remainco or any of its Subsidiaries at which any conduct of the Spinco Business is conducted as business of the date hereof. During the Measurement Period, Remainco and Company or its Subsidiaries have not transferred or moved any material equipment from any of the Spinco Operating Facilities to any other facility of any of the Remainco Companies (other than a Spinco Company) other than in the ordinary course of businessSubsidiaries.

Title to and Sufficiency of Assets. (a) On the Closing Date, after giving effect Seller has good title to the Internal Restructuring pursuant personal properties and assets reflected on the Acquired Business Interim Balance Sheet or acquired since the date of the Acquired Business Interim Balance Sheet, in each case free and clear of any Liens other than Permitted Liens, except for properties and assets not material in the aggregate to the Separation AgreementAcquired Business disposed of in the ordinary course of business consistent with past practice and except for such defects in title which, individually or in the Spinco Companies will aggregate, would not have good and valid title toa Material Adverse Effect on the Acquired Business, materially impair the ability of Seller to perform its material obligations under the Transaction Agreements or valid and enforceable leasehold interests in, in all material respects, all prevent or materially delay the consummation of the Spinco purchase and sale of the Acquired Assets contemplated to be transferred under the Separation by this Agreement, the Real Estate Matters Agreement, the Intellectual Property Matters Agreement and the Employee Matters Agreement, except where the conveyance of any such Spinco Asset requires a Consent which is not obtained, in which case (i) the provisions of Section 2.5 of the Separation Agreement will govern; (ii) Remainco (or an applicable Subsidiary) will have good and valid title to, or valid and enforceable leasehold interests in, in all material respects, such Spinco Asset; and (iii) if and when such Consent is obtained and such Spinco Assets are transferred to the Spinco Companies pursuant to Section 2.5 of the Separation Agreement, the Spinco Companies will have such title or leasehold interest in such Spinco Assets. (b) At Seller has (i) good and indefeasible title to its owned Acquired Facilities (which are accurately listed on Schedule 1) and (ii) valid and subsisting leasehold interests in its Leased Facilities (the Effective Timematerial Leased Facilities are accurately listed on Schedule 1), in each case, free and clear of any Liens, subject only to Permitted Liens. Each Acquired Facility (including, without limitation, all buildings, structures, improvements and fixtures located thereon, thereunder, thereover or therein, and all appurtenances thereto and other aspects thereof): (1) is in good operating condition and repair and is structurally sound and free of defects, with no material alterations or repairs being required thereto under applicable law or insurance company requirements; (2) consists of sufficient land, parking areas, driveways and other improvements and lawful means of access to permit the Spinco Assets use thereof in the manner and for the properties purposes to which it is presently devoted; and rights (3) is otherwise suitable, sufficient, adequate and appropriate in all respects (whether physical, structural, legal, practical or otherwise) for its current use, operation and occupancy, except, in each such case, to the extent that failure to meet such standards does not impair or adversely affect in any material respect the manner or extent of the Spinco Companiescurrent use, taken together with operation or occupancy of such Acquired Facility. The Permitted Liens would not reasonably be expected to have a Material Adverse Effect on the benefits Acquired Business or to adversely affect in any material respect the manner or extent of the current use, operation or occupancy of any alternative arrangements provided pursuant material Acquired Facility. No owned Acquired Facility is subject to Section 2.5 any sales contract, option, right of first refusal or similar agreement or arrangement with any third party and no material Leased Facility is subject to any sales contact, option, right of first refusal or similar agreement or arrangement with any third party the exercise of which would, individually or in the aggregate, reasonably be expected to (i) adversely affect in any material respect the manner or extent of the Separation Agreementcurrent use, operation or occupancy of ancility, (ii) have a Material Adverse Effect on the services available from Remainco Acquired Business, (iii) materially impair the ability of Seller to perform its material obligations under the Transition Services Agreement Transaction Agreements or (iv) prevent or materially delay the purchase and the licenses and agreements from Remainco under the Intellectual Property Matters Agreement and Real Estate Matters Agreement, will constitute all sale of the assets, properties and rights necessary for the conduct of the Spinco Business in all material respects as conducted during the period from June 30, 2020 to the date hereof (the “Measurement Period”) other than those assets, properties and rights disposed of or moved in the ordinary course of businessAcquired Assets contemplated by this Agreement. (c) The manufacturingAcquired Business will, distributionat the Closing Date, repair include all right, title and warehouse facilities set forth on Section 2.8(c) of the Remainco Disclosure Letter (the “Spinco Operating Facilities”) are the only material manufacturing, distribution, repair interest in and warehouse facilities owned or leased by Remainco or any of its Subsidiaries at which any of the Spinco Business is conducted as of the date hereof. During the Measurement Period, Remainco and its Subsidiaries have not transferred or moved any material equipment from any of the Spinco Operating Facilities to any other facility of any of the Remainco Companies all Assets (other than a Spinco CompanyIntellectual Property) other than that are used primarily in or that are being held primarily for use or are otherwise necessary in the ordinary course operation, as currently conducted, of businessthe Defense Business of Seller, and will have the rights to Intellectual Property set forth in the IP Agreement.

Title to and Sufficiency of Assets. (a) On Excluding for the Closing Datepurposes of this Section 3.9(a) all Owned Real Property, after giving effect to the Internal Restructuring pursuant to the Separation AgreementLeased Real Property, the Spinco Companies will have and Real Property Leases and Intellectual Property Rights: (i) a Target Company or a Company Subsidiary has good and valid title to, or a valid and enforceable leasehold interests interest in, in the Assets free and clear of all material respects, all of the Spinco Assets contemplated to be transferred under the Separation Agreement, the Real Estate Matters Agreement, the Intellectual Property Matters Agreement and the Employee Matters Agreement, Encumbrances except where the conveyance of any such Spinco Asset requires a Consent which is not obtained, in which case (i) the provisions of Section 2.5 of the Separation Agreement will governfor Permitted Encumbrances; (ii) Remainco (or an applicable Subsidiary) will have good all leases with respect to leasehold interests are in full force and valid title to, or effect and constitute valid and enforceable leasehold interests inbinding obligations of each other party thereto and none of the Target Companies, the Company Subsidiaries or any other party thereto is in all material respects, breach of any of the terms of such Spinco Assetlease; and (iii) if and when all leased personal property used by, or in connection with, the Business is in the condition required of such Consent is obtained and such Spinco Assets are transferred to property by the Spinco Companies pursuant to Section 2.5 terms of the Separation applicable lease Agreement, the Spinco Companies will have such title or leasehold interest in such Spinco Assets. (b) At To the Effective TimeKnowledge of Parent, the Spinco Assets Material Real Property Improvements and all items of tangible personal property which are owned, leased or used by the Target Companies and the properties Company Subsidiaries and rights are material to the Business are structurally sound, free from material defect (subject to normal wear and tear given the use and age of the Spinco Companiessuch assets), taken together with the benefits of any alternative arrangements provided pursuant to Section 2.5 of the Separation Agreement, the services available from Remainco under the Transition Services Agreement and the licenses and agreements from Remainco under the Intellectual Property Matters Agreement and Real Estate Matters Agreement, will constitute all of the assets, properties and rights necessary for the conduct of the Spinco Business have been maintained in all material respects as conducted during the period from June 30, 2020 to the date hereof (the “Measurement Period”) other than those assets, properties in accordance with generally accepted industry practice and rights disposed of or moved are usable in the ordinary course Ordinary Course of businessBusiness. (c) The manufacturingAssuming receipt of all of the Governmental Approvals and Buyer Governmental Approvals, distributionthe rights, repair properties and warehouse facilities set forth on Section 2.8(cassets (including Intellectual Property Rights, real property, IT Applications and IT Infrastructure and Permits) of the Remainco Disclosure Letter (Target Companies and Company Subsidiaries and the “Spinco Operating Facilities”) facilities, services and Intellectual Property Rights, IT Applications and IT Infrastructure to which the Target Companies and Company Subsidiaries have a contractual right, including pursuant to the Transaction Documents, together include all rights, properties, assets, facilities and services that are necessary for Target Companies and Company Subsidiaries to carry on the only Business immediately after Closing in all material manufacturing, distribution, repair and warehouse facilities owned or leased by Remainco or any of its Subsidiaries at respects in the manner in which any of the Spinco Business it is conducted carried on as of the date hereof. During the Measurement Period, Remainco and its Subsidiaries have not transferred or moved any material equipment from any of the Spinco Operating Facilities to any other facility of any of the Remainco Companies (other than a Spinco Company) other than in the ordinary course of businessthis Stock Purchase Agreement.

Title to and Sufficiency of Assets. (a) On the Closing Date, after After giving effect to the Internal Restructuring pursuant to Contemplated Transactions described in or contemplated by the Separation Distribution Agreement, the Spinco Communications Companies will have good and valid title to, or valid and enforceable leasehold interests in, in all material respects, to all of the Spinco Newco Assets contemplated to be transferred under the Separation Distribution Agreement. All of said assets are, or after the Real Estate Matters AgreementDistribution will be, owned by the Intellectual Property Matters Agreement Communications Companies free and the Employee Matters Agreementclear of any Encumbrances, except where (i) the conveyance of any such Spinco Asset assets requires a Consent which is not obtained, in which case the provisions of Section 1.08 of the Distribution Agreement will govern or (ii) the failure to have such good and valid title results from any liens described in Part 2.6(a) of the Xxxxxxx Disclosure Letter, liens created or otherwise imposed by the NetScout Companies or any other Permitted Encumbrance. After giving effect to the Distribution and the other Contemplated Transactions described in or contemplated by the Distribution Agreement, the Communications Companies are the lessees of, and hold valid leasehold interests in, all assets purported to have been leased by them and the Communications Companies enjoy undisturbed possession of such leased assets, except where (i) the conveyance of any such assets requires a Consent which is not obtained, in which case the provisions of Section 2.5 1.08 of the Separation Distribution Agreement will govern; govern or (ii) Remainco (or an applicable Subsidiarythe failure to have such valid leasehold interest results from any liens described in Part 2.6(a) will have good and valid title to, or valid and enforceable leasehold interests in, in all material respects, such Spinco Asset; and (iii) if and when such Consent is obtained and such Spinco Assets are transferred to the Spinco Companies pursuant to Section 2.5 of the Separation AgreementXxxxxxx Disclosure Letter, liens created or otherwise imposed by the Spinco NetScout Companies will have such title or leasehold interest in such Spinco Assetsany other Permitted Encumbrance. (b) At the Effective Time, the Spinco Newco Assets and the properties and rights of the Spinco Communications Companies, taken together with the benefits of any alternative arrangements provided pursuant to Section 2.5 1.08 of the Separation Distribution Agreement, the services available from Remainco Xxxxxxx under the Transition Services Agreement and the licenses and agreements from Remainco Xxxxxxx under the Intellectual Property Matters Trademark License Agreement, the IP License Agreement and Real Estate Matters the DBS License Agreement, will constitute all of be sufficient for NetScout and the assets, properties and rights necessary for Communications Companies to operate the conduct of Communications Business immediately following the Spinco Business Effective Time in all material respects as conducted during the period from June 30, 2020 to the date hereof (the “Measurement Period”) other than those assets, properties and rights disposed of or moved in the ordinary course of businessit is currently conducted. (c) The manufacturing, distribution, repair and warehouse facilities set forth on No representation is made in this Section 2.8(c) of 2.6 with respect to title to or the Remainco Disclosure Letter (the “Spinco Operating Facilities”) are the only material manufacturing, distribution, repair and warehouse facilities owned or leased by Remainco or any of its Subsidiaries at which any of the Spinco Business is conducted as of the date hereof. During the Measurement Period, Remainco and its Subsidiaries have not transferred or moved any material equipment from any of the Spinco Operating Facilities to any other facility sufficiency of any of the Remainco Companies (other than a Spinco Company) other than in the ordinary course of businessintellectual property assets.

Title to and Sufficiency of Assets. (a) On the Closing Date, after After giving effect to the Internal Restructuring pursuant to Contemplated Transactions described in or contemplated by the Separation Distribution Agreement, the Spinco A&S Companies will have good and valid title to, or valid and enforceable leasehold interests in, in all material respects, all of the Spinco Newco Assets contemplated transferred under the Distribution Agreement, and immediately before the Direct Sales, the Direct Sales Asset Sellers or Direct Sales Entities, as applicable, will have good and valid title to, or valid and enforceable leasehold interests in, in all material respects, all of the Direct Sales Assets to be transferred under the Separation Agreement, the Real Estate Matters Agreement, the Intellectual Property Matters this Agreement and the Employee Matters Agreement, except where (i) the conveyance of any such Spinco Newco Asset requires a Consent which is not obtained, in which case (iA) the provisions of Section 2.5 1.8 of the Separation Distribution Agreement will govern; (iiB) Remainco Fox (or an applicable Subsidiary) will have good and valid title to, or valid and enforceable leasehold interests in, in all material respects, such Spinco Newco Asset; and (iiiC) if and when such Consent is obtained and such Spinco Newco Assets are transferred to the Spinco A&S Companies pursuant to Section 2.5 1.8 of the Separation Distribution Agreement, the Spinco A&S Companies will have such title or leasehold interest in such Spinco Assets. Newco Assets or (bii) At the Effective Timefailure to have such good and valid title or valid leasehold interest results from any liens created or otherwise imposed by the Ainge Companies or any other Permitted Encumbrance. After giving effect to the Distribution and the other Contemplated Transactions described in or contemplated by the Distribution Agreement or this Agreement, including the Direct Sales, the Spinco A&S Companies and the Direct Sales Asset Purchasers will have good and valid title to, or valid and enforceable leasehold interests in, in all material respects, all of the Newco Assets and the properties and rights Direct Sales Assets, respectively, except where (x) the conveyance of any such Newco Assets or Direct Sales Assets requires a Consent which is not obtained, in which case (1) the provisions of Section 1.8 of the Spinco CompaniesDistribution Agreement will govern, taken together with the benefits of any alternative arrangements provided pursuant to Section 2.5 of the Separation Agreement, the services available from Remainco under the Transition Services Agreement and the licenses and agreements from Remainco under the Intellectual Property Matters Agreement and Real Estate Matters Agreement, will constitute all of the assets, properties and rights necessary for the conduct of the Spinco Business in all material respects as conducted during the period from June 30, 2020 to the date hereof (the “Measurement Period”) other than those assets, properties and rights disposed of or moved in the ordinary course case of business. (c) The manufacturingsuch Newco Assets, distribution, repair and warehouse facilities set forth on Section 2.8(c) of the Remainco Disclosure Letter (the “Spinco Operating Facilities”) are the only material manufacturing, distribution, repair and warehouse facilities owned or leased by Remainco or any of its Subsidiaries at which any of the Spinco Business is conducted as of the date hereof. During the Measurement Period, Remainco and its Subsidiaries have not transferred or moved any material equipment from any of the Spinco Operating Facilities to any other facility of any of the Remainco Companies (other than a Spinco Company) other than in the ordinary course of business.the

Title to and Sufficiency of Assets. (a) On the Closing Date, after giving effect to the Internal Restructuring pursuant to the Separation Agreement, the Spinco The Group Companies will own and have good and valid title to, or valid and enforceable leasehold interests in, in to all material respectsmachinery, all of equipment and other tangible property and assets reflected as owned on the Spinco Assets contemplated to be transferred under the Separation Agreement, the Real Estate Matters Agreement, the Intellectual Property Matters Agreement Interim Financial Statements and the Employee Matters Agreement, except where the conveyance of any such Spinco Asset requires a Consent which is not obtained, in which case (i) the provisions of Section 2.5 of the Separation Agreement will govern; (ii) Remainco (or an applicable Subsidiary) will have good and valid leasehold title to, or valid and enforceable leasehold interests in, in to all material respectsmachinery, such Spinco Asset; equipment and (iii) if other tangible property and when such Consent is obtained assets reflected as leased on the Interim Financial Statements, free and such Spinco Assets are transferred to the Spinco Companies pursuant to Section 2.5 clear of the Separation Agreement, the Spinco Companies will have such title or leasehold interest in such Spinco Assetsall Liens other than Permitted Liens. (b) At the Effective TimeThe assets, the Spinco Assets and the properties properties, Contracts and rights of the Spinco CompaniesGroup Companies and contained in the Purchased Assets, taken including the Owned Real Property and the Leased Real Property, together with all other rights of the benefits of any alternative arrangements provided Buyers or the Group Companies pursuant to Section 2.5 of the Separation Agreement, Transaction Documents (excluding the right to add additional services available from Remainco under the Transition Services Agreement and if such services are material), immediately after the licenses and agreements from Remainco under the Intellectual Property Matters Agreement and Real Estate Matters AgreementClosing, will constitute all of the assets, properties properties, Contracts and rights necessary for required to operate the conduct of the Spinco Automotive Thermal Products Business in all the same manner conducted on the date hereof, except as would not reasonably be expected to be, individually or in the aggregate, material respects as conducted during the period from June 30, 2020 to the date hereof (the “Measurement Period”) other than those assetsAutomotive Thermal Products Business, properties and rights disposed of or moved in the ordinary course of businesstaken as a whole. (c) The manufacturingReal Property, distributionfurniture, fixtures, machinery, equipment, vehicles and any other tangible assets and items of personal property of the Group Companies are in all material respects structurally sound, in adequate operating condition and repair for the operation of the Automotive Thermal Products Business, are not in need of maintenance or repair except for ordinary routine maintenance or repair and warehouse facilities set forth on Section 2.8(care fit for occupancy and their current uses, given the age of such assets and the use of such assets. (d) The Automotive Thermal Products Intellectual Property together with the Intellectual Property licensed by the Group Companies from third-parties and pursuant to the Shared Contracts constitutes all of the Remainco Disclosure Letter (the “Spinco Operating Facilities”) are the only material manufacturing, distribution, repair and warehouse facilities Intellectual Property owned or leased licensed by Remainco Seller Parent and its (Affiliates) and used in or any of its Subsidiaries at which any necessary for the operation of the Spinco Business is conducted Automotive Thermal Products Business, except as of the date hereof. During the Measurement Periodwould not reasonably be expected to be, Remainco and its Subsidiaries have not transferred individually or moved any material equipment from any of the Spinco Operating Facilities to any other facility of any of the Remainco Companies (other than a Spinco Company) other than in the ordinary course of businessaggregate, material to the Automotive Thermal Products Business, taken as a whole.

Title to and Sufficiency of Assets. (a) On the Closing Date, after giving effect Seller has good title to the Internal Restructuring pursuant personal properties and assets reflected on the Acquired Business Interim Balance Sheet or acquired since the date of the Acquired Business Interim Balance Sheet, in each case free and clear of any Liens other than Permitted Liens, except for properties and assets not material in the aggregate to the Separation AgreementAcquired Business disposed of in the ordinary course of business consistent with past practice and except for such defects in title which, individually or in the Spinco Companies will aggregate, would not have good and valid title toa Material Adverse Effect on the Acquired Business, materially impair the ability of Seller to perform its material obligations under the Transaction Agreements or valid and enforceable leasehold interests in, in all material respects, all prevent or materially delay the consummation of the Spinco purchase and sale of the Acquired Assets contemplated to be transferred under the Separation by this Agreement, the Real Estate Matters Agreement, the Intellectual Property Matters Agreement and the Employee Matters Agreement, except where the conveyance of any such Spinco Asset requires a Consent which is not obtained, in which case (i) the provisions of Section 2.5 of the Separation Agreement will govern; (ii) Remainco (or an applicable Subsidiary) will have good and valid title to, or valid and enforceable leasehold interests in, in all material respects, such Spinco Asset; and (iii) if and when such Consent is obtained and such Spinco Assets are transferred to the Spinco Companies pursuant to Section 2.5 of the Separation Agreement, the Spinco Companies will have such title or leasehold interest in such Spinco Assets. (b) At Seller has (i) good and indefeasible title to its owned Acquired Facilities (which are accurately listed on Schedule 1) and (ii) valid and subsisting leasehold interests (1) is in good operating condition and repair and is structurally sound and free of defects, with no material alterations or repairs being required thereto under applicable law or insurance company requirements; (2) consists of sufficient land, parking areas, driveways and other improvements and lawful means of access to permit the Effective Timeuse thereof in the manner and for the purposes to which it is presently devoted; and (3) is otherwise suitable, sufficient, adequate and appropriate in all respects (whether physical, structural, legal, practical or otherwise) for its current use, operation and occupancy, except, in each such case, to the Spinco Assets and extent that failure to meet such standards does not impair or adversely affect in any material respect the properties and rights manner or extent of the Spinco Companiescurrent use, taken together with operation or occupancy of such Acquired Facility. The Permitted Liens would not reasonably be expected to have a Material Adverse Effect on the benefits Acquired Business or to adversely affect in any material respect the manner or extent of the current use, operation or occupancy of any alternative arrangements provided pursuant material Acquired Facility. No owned Acquired Facility is subject to Section 2.5 any sales contract, option, right of first refusal or similar agreement or arrangement with any third party and no material Leased Facility is subject to any sales contact, option, right of first refusal or similar agreement or arrangement with any third party the exercise of which would, individually or in the aggregate, reasonably be expected to (i) adversely affect in any material respect the manner or extent of the Separation Agreementcurrent use, operation or occupancy of any such Leased Facility, (ii) have a Material Adverse Effect on the services available from Remainco Acquired Business, (iii) materially impair the ability of Seller to perform its material obligations under the Transition Services Agreement Transaction Agreements or (iv) prevent or materially delay the purchase and the licenses and agreements from Remainco under the Intellectual Property Matters Agreement and Real Estate Matters Agreement, will constitute all sale of the assets, properties and rights necessary for the conduct of the Spinco Business in all material respects as conducted during the period from June 30, 2020 to the date hereof (the “Measurement Period”) other than those assets, properties and rights disposed of or moved in the ordinary course of businessAcquired Assets contemplated by this Agreement. (c) The manufacturingAcquired Business will, distributionat the Closing Date, repair include all right, title and warehouse facilities set forth on Section 2.8(c) of the Remainco Disclosure Letter (the “Spinco Operating Facilities”) are the only material manufacturing, distribution, repair interest in and warehouse facilities owned or leased by Remainco or any of its Subsidiaries at which any of the Spinco Business is conducted as of the date hereof. During the Measurement Period, Remainco and its Subsidiaries have not transferred or moved any material equipment from any of the Spinco Operating Facilities to any other facility of any of the Remainco Companies all Assets (other than a Spinco CompanyIntellectual Property) other than that are used primarily in or that are being held primarily for use or are otherwise necessary in the ordinary course operation, as currently conducted, of businessthe Defense Business of Seller, and will have the rights to Intellectual Property set forth in the IP Agreement.