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

Title to Assets; Sufficiency of Assets. (a) Except as set forth on Schedule 3.4(a) (which such schedule is current as of October 16, 2023), each Company has good and valid title to, and is the lawful owner of, or has a valid 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 premises, reflected on the Interim Balance Sheet (as defined below) or acquired, leased, or licensed by such Company, or otherwise related to and necessary for the Company Business, since the date of the Interim Balance Sheet in each case, free and clear of all Liens (other than Permitted Liens). (b) Except as set forth on Schedule 3.4(b), none of Owner, any member of his Family, or any manager, director, officer, employee or other Affiliate of any Company owns or holds any material property or tangible or intangible right that is used, held for use or useful in the Company Business as operated by each Company as of the date hereof (other than the Excluded Real Estate). (c) The material tangible properties and assets owned, leased, or licensed by each Company, including all buildings, plants, structures, improvements, fixtures, machinery, 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. (d) Except as set forth on Schedule 3.4(d), and after giving effect to the termination of intercompany Contracts (except for the Contracts between or among a Company and any other Company), services, support, and other arrangements pursuant to Section 5.9, the properties and assets owned, leased, or licensed by the Companies, constitute all of the properties and assets (tangible and intangible) used in or necessary to conduct the Company Business after the Closing as currently conducted and proposed to be conducted.

Title to Assets; Sufficiency of Assets. (a) Except as set forth on Schedule 3.4(a) (which such schedule is current as of October 16, 2023), each the Company has good and valid title to, and is the lawful owner of, or has a valid 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 premises, reflected on the Interim Balance Sheet (as defined below) or acquired, leased, or licensed by such the Company, or otherwise related to and necessary for the Company Business, since the date of the Interim Balance Sheet in each case, free and clear of all Liens (other than Permitted Liens). (b) Except as set forth on Schedule 3.4(b), none of Owner, any member of his Family, or any manager, director, officer, employee or other Affiliate of any the Company owns or holds any material property or tangible or intangible right that is used, held for use or useful in the Company Business as operated by each the Company as of the date hereof (other than the Excluded Real Estate). (c) The material tangible properties and assets owned, leased, or licensed by each the Company, including all buildings, plants, structures, improvements, fixtures, machinery, 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. (d) Except as set forth on Schedule 3.4(d), and after giving effect to the termination of intercompany Contracts (except for the Contracts between or among a the Company and any other Companyof the Other Delta Targets), services, support, and other arrangements pursuant to Section 5.95.8, the properties and assets owned, leased, or licensed by the CompaniesCompany, constitute all of the properties and assets (tangible and intangible) used in or necessary to conduct the Company Business after the Closing as currently conducted and proposed to be conducted.

Title to Assets; Sufficiency of Assets. (a) Except as set forth on Schedule 3.4(a) (which such schedule is current as of October 16, 2023), each The Company has good and valid title to, and is the lawful owner of, or has a valid 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 premises, reflected on the Interim Balance Sheet (as defined below) or acquired, leased, or licensed by such the Company, or otherwise related to and necessary for the Company Business, since the date of the Interim Balance Sheet in each case, free and clear of all Liens (other than Permitted Liens). (b) Except as set forth on Schedule 3.4(b), none of Ownerno Seller, nor any member of his such Seller’s Family, or any manager, director, officer, employee or other Affiliate of any the Company owns or holds any material property or tangible or intangible right that is used, held for use or useful in the Company Business as operated by each the Company as of the date hereof (other than the Excluded Real Estate). (c) The material tangible properties and assets owned, leased, or licensed by each the Company, including all buildings, plants, structures, improvements, fixtures, machinery, 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. (d) Except as set forth on Schedule 3.4(d), and after giving effect to the termination of intercompany Contracts (except for the Contracts between or among a the Company and any other CompanyExcel Leasing), services, support, and other arrangements pursuant to Section 5.9, the properties and assets owned, leased, or licensed by the CompaniesCompany, constitute all of the properties and assets (tangible and intangible) used in or necessary to conduct the Company Business after the Closing as currently conducted and proposed to be conducted.

Title to Assets; Sufficiency of Assets. (a) Except as set forth on Schedule 3.4(a) (which such schedule is current as of October 16, 2023), each The Company has good and valid title to, and is the lawful owner of, or has a valid 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 premises, reflected on the Interim Balance Sheet (as defined below) or acquired, leased, or licensed by such the Company, or otherwise related to and necessary for the Company Business, since the date of the Interim Balance Sheet in each case, free and clear of all Liens (other than Permitted Liens). (b) Except as set forth on Schedule 3.4(b), none of Ownerno Seller, nor any member of his such Seller’s Family, or any manager, director, officer, employee or other Affiliate of any Company Sellers owns or holds any material property or tangible or intangible right that is used, held for use or useful in the Company Business as operated by each the Company as of the date hereof (other than the Excluded Real Estate)hereof. (c) The material tangible properties and assets owned, leased, or licensed by each the Company, including all buildings, plants, structures, improvements, fixtures, machinery, 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 or among a Company the Company, on the one hand, and any its Affiliate, Tribeca Automotive, on the other Companyhand), services, support, and other arrangements pursuant to Section 5.9, the properties and assets owned, leased, or licensed by the CompaniesCompany, constitute all of the properties and assets (tangible and intangible) used in or necessary to conduct the Company Business after the Closing as currently conducted and proposed to be conducted.