Common use of Title to Assets; Sufficiency Clause in Contracts

Title to Assets; Sufficiency. (a) As of the Closing, Splitco shall have good and valid title to (or, with respect to leased or licensed AMC-23 Transferred Assets, a valid and binding leasehold interest or license, or its reasonable equivalent outside of the United States (subject to the terms of the relevant lease or license)), in, (i) the Equity Interests, (ii) the AMC-23 Transferred Assets (subject to Section 3.6 and 6.7(d)) and (iii) the Cash Amount, in each case, free and clear of any Encumbrances, other than, with respect to the Equity Interests, the Equity Interest Encumbrances or, with respect to the AMC-23 Transferred Assets, Permitted Encumbrances. This Section 4.8(a) does not relate to matters with respect to Intellectual Property, which are the subject of Section 4.16 or to real property, which are the subject of Section 4.14. (b) Upon consummation of the transactions contemplated hereby, the AMC-23 Transferred Assets, together with the GE Entities’ and Splitco’s rights under this Agreement and the Ancillary Agreements (including the services to be provided pursuant to, and any other rights granted to Splitco and its Affiliates under, the Ancillary Agreements), will comprise all of the rights, assets and properties that are necessary and sufficient to permit Splitco and its Affiliates to conduct immediately following the Closing, the AMC-23 Business in the manner as the operations of the AMC-23 Business have been conducted as of the date hereof and immediately prior to the Closing, in all material respects. (c) Upon consummation of the transactions contemplated hereby, the rights, assets and properties of Satlynx and its Subsidiaries, together with the GE Entities’ and Splitco’s rights under this Agreement and the Ancillary Agreements (including the services to be provided pursuant to, and any other rights granted to Splitco and its Affiliates under, the Ancillary Agreements), will comprise all of the rights, assets and properties that are necessary and sufficient to permit Satlynx and its Subsidiaries to conduct immediately following the Closing their respective businesses in the manner as they have been conducted as of the date hereof and immediately prior to the Closing, in all material respects.

Title to Assets; Sufficiency. (a) As Sellers and the Conveyed Entities own and have good title to, and, following the Closing Date, the Conveyed Entities will own and have good title to, all of the Closing, Splitco shall have good and valid title to (or, with respect to leased or licensed AMC-23 Transferred Assets, a valid and binding leasehold interest or license, or its reasonable equivalent outside of the United States (subject to the terms of the relevant lease or license)), in, (i) the Equity Interests, (ii) the AMC-23 Transferred Assets (subject to Section 3.6 and 6.7(d)) and (iii) the Cash Amount, in each case, free and clear of any Encumbrancesall Liens, other than, with respect to the Equity Interests, the Equity Interest Encumbrances or, with respect to the AMC-23 Transferred Assets, than Permitted Encumbrances. This Section 4.8(a) does not relate to matters with respect to Intellectual Property, which are the subject of Section 4.16 or to real property, which are the subject of Section 4.14Liens. (b) Upon consummation Except as set forth in Schedule 3.20 of the transactions contemplated herebySeller Disclosure Letter, pursuant to the Tyco Agreement and the other agreements entered into in connection therewith, Sellers acquired from Tyco and its Affiliates all of the properties, rights, interest and other tangible and intangible assets necessary and sufficient to conduct the Business in the manner in which the Business was conducted as of immediately prior to the Tyco Closing Date. Except as set forth on Schedule 3.20 of the Seller Disclosure Letter, the AMC-23 Transferred Assetsassets owned (or, in the case of the Leased Real Property, leased) by the Conveyed Entities, together with the GE Entities’ and Splitco’s rights under this Agreement set forth in the Transaction Documents, the Non-Transferred Assets and the Ancillary Agreements (including the services to be provided pursuant to, and any other rights granted to Splitco and its Affiliates under, the Ancillary Agreements)Conveyed Intellectual Property, will comprise constitute, as of the Closing Date, all of the assets, properties, rights, interests and other tangible and intangible assets and properties that are necessary and sufficient to permit Splitco and its Affiliates enable the Purchaser to conduct immediately following the Closing, the AMC-23 Business (i) own (or in the manner as the operations case of the AMC-23 Business have been conducted as of the date hereof Leased Real Property, lease) and immediately prior to the Closinguse such assets, and exercise such rights, in all material respects. , in a manner in which such assets and rights have historically been owned (c) Upon consummation or in the case of the transactions contemplated herebyLeased Real Property, the rightsleased), assets used and properties of Satlynx and its Subsidiaries, together exercised in connection with the GE Entities’ and Splitco’s rights under this Agreement and the Ancillary Agreements (including the services to be provided pursuant toBusiness, and any other rights granted to Splitco and its Affiliates under, (ii) conduct the Ancillary Agreements), will comprise all of the rights, assets and properties that are necessary and sufficient to permit Satlynx and its Subsidiaries to conduct immediately following the Closing their respective businesses Business in the manner as they have been in which the Business was conducted as of during the date hereof and period beginning immediately prior to the Tyco Closing Date through and including immediately prior to the Closing Date. Nothing in this Section 3.20(b) shall be deemed to constitute a representation or warranty as to the adequacy of the amounts of working capital or cash of the Business as of the Closing, in all material respects.

Title to Assets; Sufficiency. (a) As The Seller has good and marketable and insurable (at reasonable rates) title to all of the Assets, subject to no mortgage, lien, security interest, financing statement, easement, right‑of‑way, claims or to any other encumbrances (collectively, “Liens”) that will not be released in connection with Closing, except for Permitted Encumbrances. Assumed Liabilities and as otherwise disclosed in the Schedules to this Agreement. All leases pursuant to which the Seller, as lessee, leases personal or real property (which leases are included in the Assets), the Take Down Agreement and the well, water tank and water easements and agreements which run with the Real Property, are valid and enforceable obligations of the Seller as therein provided and to the Seller’s Knowledge, the other party or parties, in accordance with their respective terms. At the Closing, Splitco shall have good and valid the Buyer will acquire fee simple or insurable (as set forth above) title to (or, with respect to leased or licensed AMC-23 Transferred Assetsthe owned Real Property, a valid and binding leasehold interest or license, or its reasonable equivalent outside in the leased Real Property and good title to all of the United States (subject to the terms of the relevant lease or license)), in, (i) the Equity Interests, (ii) the AMC-23 Transferred Assets (subject to Section 3.6 and 6.7(d)) and (iii) the Cash AmountAssets, in each case, case free and clear of any Encumbrances, other than, with respect to the Equity Interests, the Equity Interest Encumbrances or, with respect to the AMC-23 Transferred Assets, and all Liens except Permitted Encumbrances. This Section 4.8(a) does not relate to matters with respect to Intellectual Property, which are the subject of Section 4.16 or to real property, which are the subject of Section 4.14. (b) Upon consummation of the transactions contemplated hereby, the AMC-23 Transferred Assets, together with the GE Entities’ and Splitco’s rights under this Agreement and the Ancillary Agreements (including the services to be provided pursuant to, and any other rights granted to Splitco and its Affiliates under, the Ancillary Agreements), will comprise all of the rights, assets and properties that The Assets are necessary and sufficient to permit Splitco and its Affiliates the Buyer to conduct immediately following the Closing, the AMC-23 Business in the manner as the operations of the AMC-23 Business have been conducted as of the date hereof and immediately prior to the Closing, in all material respectspresently conducted. (c) Upon consummation Seller has made arrangements using sales proceeds, and/or Seller’s other funds to pay, when due or at the time of the transactions contemplated herebyClosing, the rightsany and all Taxes, assets and properties of Satlynx and its Subsidiaries, together with the GE Entities’ and Splitco’s rights under this Agreement and the Ancillary Agreements (including the services to be provided pursuant toLiens, and any other rights granted to Splitco and its Affiliates under, the Ancillary Agreements), will comprise liabilities for all of the rights, assets and properties that are necessary and sufficient to permit Satlynx and its Subsidiaries to conduct immediately following the Closing their respective businesses in the manner as they have been conducted as of the date hereof and immediately periods prior to the ClosingEffective Time, in each case which may constitute or give rise to a lien on the Business or the Assets (other than Permitted Encumbrances and Assumed Liabilities). (d) To Seller’s Knowledge, all material respectsVehicles and Personal Property being conveyed to Buyer are presently in operable condition.

Title to Assets; Sufficiency. (a) As of the Closing, Splitco shall have Each Seller has good and valid title to (or, with respect to leased or licensed AMC-23 Transferred Assets, a all of the Purchased C Assets owned by it and valid and binding leasehold interest or licenseinterests in, or its reasonable equivalent outside other rights to use, all of the United States (Purchased C Assets of such Seller subject to the terms Personal Property Leases. Except as set forth on Section 5.05(a) of the relevant lease or license))Seller Disclosure Schedule, inthe tangible Purchased C Assets are owned by Sellers free and clear of all Liens, other than (i) Liens for Taxes which are not due and payable at the Equity Intereststime of the Initial Closing or which are being contested in good faith by appropriate proceedings, (ii) the AMC-23 Transferred Assets (subject to Section 3.6 and 6.7(d)) and (iii) the Cash Amountand, in each case, free for which the Company maintained adequate reserves in accordance with GAAP, (ii) workmen's or mechanic's Liens and clear other similar Liens and securing sums which are not past due, or deposits or pledges to obtain the release of any Encumbrancessuch Lien, (iii) statutory landlords' Liens under the Assumed Leases, (iv) other thanLiens or imperfections of title arising in the ordinary course of business, with respect to the Equity Interests, the Equity Interest Encumbrances or, with respect to the AMC-23 Transferred Assets, Permitted Encumbrances. This Section 4.8(a) does not relate to matters with respect to Intellectual Propertyif any, which do not materially impair the use of the Purchased C Assets or the operation of the Transferred C Businesses as currently conducted, and (v) any Lien constituting a renewal, extension or replacement of a Lien described in the foregoing subclauses (the mortgages, liens, security interests and encumbrances described in clauses (i) through (v) above are the subject of Section 4.16 or collectively referred to real property, which are the subject of Section 4.14herein as "Permitted Liens"). (b) Upon consummation The Purchased C Assets (assuming for the purposes of this Section 5.05(b), that all Purchased C Assets subject to a Subsequent Closing are conveyed as of the transactions contemplated hereby, the AMC-23 Transferred AssetsInitial Closing), together with the GE Entities’ and Splitco’s Buyer's rights under this the Software License and IT Services Agreement and the Ancillary Agreements (including the services to be provided pursuant toTransition Services Agreement, and any other rights granted to Splitco and its Affiliates under, the Ancillary Agreements), will comprise constitute all of the rightsassets, assets properties, licenses and properties that are necessary and sufficient agreements used by Sellers to permit Splitco and its Affiliates to conduct immediately following operate the Closing, the AMC-23 Business in the manner as the operations of the AMC-23 Business have been conducted Transferred C Businesses as of the date hereof and immediately prior to the Initial Closing, in all material respectsother than the Excluded Permits. (c) Upon consummation of the transactions contemplated hereby, the rights, assets and properties of Satlynx and its Subsidiaries, together with the GE Entities’ and Splitco’s rights under this Agreement and the Ancillary Agreements (including the services to be provided pursuant to, and any other rights granted to Splitco and its Affiliates under, the Ancillary Agreements), will comprise all of the rights, assets and properties that are necessary and sufficient to permit Satlynx and its Subsidiaries to conduct immediately following the Closing their respective businesses in the manner as they have been conducted as of the date hereof and immediately prior to the Closing, in all material respects.