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

Title to Assets; Sufficiency of Assets. (a) Each Company has good and valid title to, or, in the case of leased or subleased assets, a valid and binding leasehold interest in, all of its assets, including its respective Company Intellectual Property (in the case of any portions thereof which are subject to license, a valid and binding license interest), and other assets reflected in the Financial Statements (or acquired after the date thereof) free and clear of all Encumbrances other than Permitted Encumbrances. Except as set forth in Section 3.13(a) of the Disclosure Schedule, the Improvements, furniture, machinery, equipment, vehicles and other items of tangible personal property of the Companies are structurally sound, are in reasonable operating condition and repair (ordinary wear-and-tear (after taking into account the age of the asset) excepted) and are adequate for the uses to which they are being put, and none of such Improvements, furniture, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs. (b) The furniture, equipment, vehicles and other items of tangible personal property currently owned or leased by the Companies, together with all other properties and assets of the Companies, including, without limitation, the Leased Real Property and Improvements, are sufficient for the continued conduct of the Business after the Closing in all material respects in the same manner as conducted prior to the Closing and constitute all of the rights, property, and assets necessary to conduct the Business as currently conducted.

Title to Assets; Sufficiency of Assets. (a) Each Company has The Group Companies have, and immediately following the Closing will have, sole and exclusive, good and valid marketable title to, or, in the case of leased property held under a lease or subleased assetsother contract, a valid and binding an enforceable leasehold interest in, or right to use, all of its their material respective properties, equipment, rights and assets, including its respective whether real or personal and whether tangible or intangible; provided that no representation or warranty is made in this Section 3.8 with respect to Intellectual Property, which shall be exclusively the subject of Section 3.10 (Intellectual Property). (b) Except as set forth on Section 3.8 of the Company Disclosure Letter, and except with respect to Intellectual Property (in which shall be exclusively the case subject of any portions thereof which are subject to license, a valid Section 3.10 (Intellectual Property; Cybersecurity and binding license interestData Privacy)), and after giving effect to the transactions contemplated by the Transaction Agreements, and assuming receipt of all required consents, approvals and authorizations set forth on Section 3.4 of the Company Disclosure Letter, the property, equipment, rights and assets held by the Group Companies as of immediately prior to the Closing, together with the rights of Buyer under this Agreement and the other Transaction Agreements, constitute all of the properties, equipment, rights and assets reflected (whether real or personal and whether tangible or intangible) reasonably necessary and sufficient to conduct the Business immediately following the Closing substantially in the Financial Statements same manner as it is currently, and as proposed in writing to be, conducted. (or acquired after c) All of the date thereof) free material machinery, equipment and clear other tangible assets of all Encumbrances the Group Companies (other than Permitted Encumbrancesreal property) have been maintained in all material respects in accordance with generally accepted industry practice (giving due account to the age and length of use and ordinary wear and tear), and are in all material respects in good operating condition and repair, ordinary wear and tear excepted. Except as set forth in on Section 3.13(a3.8(c) of the Company Disclosure ScheduleLetter, the Improvements, furniture, machinery, equipment, vehicles and other items of tangible personal property of the Companies are structurally sound, are in reasonable operating condition and repair (ordinary wear-and-tear (after taking into account the age of the asset) excepted) and are adequate for the uses to which they are being put, and none no maintenance of such Improvements, furniture, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs. (b) The furniture, equipment, vehicles and other items of tangible personal property currently owned or leased assets has been materially deferred by the Group Companies, together with all other properties and assets of the Companies, including, without limitation, the Leased Real Property and Improvements, are sufficient for the continued conduct of the Business after the Closing in all material respects in the same manner as conducted prior to the Closing and constitute all of the rights, property, and assets necessary to conduct the Business as currently conducted.

Title to Assets; Sufficiency of Assets. (a) Each Company Except as set forth on Schedule 3.6(a), the Seller has (and shall convey to the Purchaser at the Closing) good and valid marketable title to, or, or in the case of leased properties or subleased assets, a valid and binding leasehold interest in, all of its assetsthe Acquired Assets (other than with respect to the Owned Real Property and the Leased Real Property, including its respective Company Intellectual Property (for which representations and warranties with respect to such matters are set forth in the case of any portions thereof which are subject to license, a valid and binding license interestSection 3.5), and other assets reflected in the Financial Statements (or acquired after the date thereof) free and clear of all Encumbrances Liens, other than Permitted EncumbrancesLiens. Except as set forth in Section 3.13(a) of the Disclosure Schedule, the Improvements, furniture, machinery, equipment, vehicles All equipment and other items of tangible personal property of and assets included in the Companies are structurally sound, Acquired Assets (i) are in reasonable good operating condition and repair in a state of good maintenance and repair, ordinary wear and tear excepted, and (ordinary wear-and-tear (after taking into account ii) were acquired and are usable in the age Ordinary Course of Business. No Seller has any Knowledge of any material defect or problem with any Acquired Asset. No Person other than the Seller owns any equipment or other tangible personal property or assets situated on the premises of the asset) excepted) and Seller that are adequate necessary to the operation of the Business, except for the uses Excluded Assets and the leased items that are subject to which they are being putpersonal property leases. Schedule 3.6(a) sets forth a true, correct and none complete list of such Improvements, furniture, machinery, equipment, vehicles and other items each item of tangible personal property of the Seller that is in need used primarily by the Business having a book value of maintenance or repairs except for ordinary, routine maintenance and repairsmore than $10,000. (b) The furniture, equipment, vehicles and other items of tangible personal property currently owned or leased by the Companies, together with all other properties and assets of the Companies, including, without limitation, the Leased Real Property and Improvements, Acquired Assets are sufficient for the continued conduct operation of the Business after the Closing in all material respects in substantially the same manner as conducted operated prior to the Closing and constitute all of the rights, property, property and assets necessary to conduct operate the Business as currently conductedoperated. Except as set forth on Schedule 3.6(b), none of the Excluded Assets are material to the Business.

Title to Assets; Sufficiency of Assets. (ai) Each The Company has good and valid title to, or, in the case of leased or subleased assets, a valid and binding leasehold interest in, all of its assets, including its respective the Company Intellectual Property (in the case of any portions thereof which are subject to license, a valid and binding license interest), and other assets reflected in the Financial Statements (or acquired after the date thereof) free and clear of all Encumbrances other than Permitted Encumbrances. Except as set forth in Section 3.13(a3(l)(i) of the Disclosure Schedule, the Improvementsbuildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Companies Company are structurally sound, are in reasonable good operating condition and repair (ordinary wear-and-tear (after taking into account the age of the asset) excepted) and are adequate for the uses to which they are being put, and none of such Improvementsbuildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs. (bii) The buildings, structures, furniture, fixtures, equipment, vehicles and other items of tangible personal property currently owned or leased by the CompaniesCompany, together with all other properties and assets of the CompaniesCompany, including, without limitation, the Leased Real Property and ImprovementsProperty, are sufficient for the continued conduct of the Business business after the Closing in all material respects in the same manner as conducted prior to the Closing and constitute all of the rights, property, and assets necessary to conduct the Business Company’s business as currently conducted.

Title to Assets; Sufficiency of Assets. (a) Each Acquired Company has will have, as of the Closing (after giving effect to the Reorganization) good and valid title to, or, in the case of leased or subleased licensed properties and assets, a valid and binding leasehold interest inin or license of, or otherwise have a valid legal right to use, all of its assetstheir respective tangible assets and properties reflected on the Latest Company Balance Sheet, including its respective Company Intellectual Property (other than assets and properties disposed of in the ordinary course of business since the Latest Company Balance Sheet Date, in each case of any portions thereof which are subject to license, a valid and binding license interest), and other assets reflected in the Financial Statements (or acquired after the date thereof) free and clear of all Encumbrances (other than Permitted Encumbrances. Except as set forth in Section 3.13(a) of the Disclosure Schedule, the Improvements, furniture, machinery, equipment, vehicles and other items of tangible personal property of the Companies are structurally sound, are in reasonable operating condition and repair (ordinary wear-and-tear (after taking into account the age of the asset) excepted) and are adequate for the uses to which they are being put, and none of such Improvements, furniture, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs). (b) The furnitureassets, equipmentproperties, vehicles claims and other items rights of tangible personal property currently owned or leased the Acquired Companies as of immediately prior to the Closing (but, for the avoidance of doubt, following the Reorganization) and taking into account all assets, and services to be provided following the Closing by the CompaniesSeller or its Affiliates to the Acquired Companies under the Transaction Agreements, together with will include all other properties assets, properties, claims and assets of rights necessary for Purchaser to operate and conduct the Companies, including, without limitation, the Leased Real Property and Improvements, are sufficient for the continued conduct of the Company Business after immediately following the Closing in all material respects as currently conducted, except as (i) set forth in Section 4.21(b) of the same manner Company Disclosure Schedule, and (ii) any Delayed-Transfer Assets and Deferred Businesses; provided, however, that nothing in this Section 4.21(b) shall be deemed to constitute a representation or warranty as conducted to the adequacy of cash, cash equivalents or working capital. (c) Without limiting the generality of the foregoing, during the six (6) months prior to the Closing and constitute all date hereof, Seller has not caused any Acquired Company to transfer to Seller or any of its Affiliates other than an Acquired Company any material assets, properties, claims or rights primarily related to, or used solely in connection with (or with respect to IT Assets, that is used exclusively in), the operation of the rights, property, and assets necessary to conduct the Business as currently conductedCompany Business.

Title to Assets; Sufficiency of Assets. (a) Each The Company has good and valid title to, orand is the lawful owner of, in the case of leased or subleased assets, has a valid and binding leasehold interest in, or a valid license to use all of the properties and assets (tangible or intangible, real or personal) that are purported to be owned by it, located on its assetspremises, including its respective Company Intellectual Property reflected on the Interim Balance Sheet (in as defined below) or acquired, leased, or licensed by the case of any portions thereof which are subject Company, or otherwise related to licenseand necessary for the Business, a valid and binding license interest), and other assets reflected in the Financial Statements (or acquired after since the date thereof) of the Interim Balance Sheet in each case, free and clear of all Encumbrances Liens (other than Permitted Encumbrances. Except as set forth in Section 3.13(a) of the Disclosure Schedule, the Improvements, furniture, machinery, equipment, vehicles and other items of tangible personal property of the Companies are structurally sound, are in reasonable operating condition and repair (ordinary wear-and-tear (after taking into account the age of the asset) excepted) and are adequate for the uses to which they are being put, and none of such Improvements, furniture, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairsLiens). (b) The furnitureExcept as set forth on Schedule 3.4(b), equipmentno Seller, vehicles and nor any member of such Seller’s Family, or any manager, director, officer, employee or other items Affiliate of Sellers owns or holds any property or tangible personal property currently owned or leased intangible right that is used, held for use or useful in the Business as operated by the Companies, together with all other Company as of the date hereof. (c) The tangible properties and assets owned, leased, or licensed by the Company, including all equipment, vehicles, and other tangible assets, are free from material defects, are in good operating condition (reasonable wear and tear excepted), and are suitable for the uses for which intended. The Company does not own, lease or license any buildings, plants, structures, improvements, fixtures, or machinery. (d) Except as set forth on Schedule 3.4(d), and after giving effect to the termination of intercompany Contracts (except for the Contracts for Equipment and Truck Indebtedness incurred on or prior to the Closing Date between the Company, on the one hand, and its Affiliate, Tribeca Automotive, on the other hand), services, support, and other arrangements pursuant to Section 5.9, the properties and assets owned, leased, or licensed by the Company, constitute all of the Companies, including, without limitation, the Leased Real Property properties and Improvements, are sufficient for the continued assets (tangible and intangible) used in or necessary to conduct of the Business after the Closing in all material respects in the same manner as conducted prior to the Closing and constitute all of the rights, property, and assets necessary to conduct the Business as currently conducted.