Common use of Title to Assets; Sufficiency Clause in Contracts

Title to Assets; Sufficiency. Except for Permitted Liens, Seller has good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) and possession of all of the Assets, free and clear of all Liens. Upon Closing, Buyer will have good and marketable title to and possession of the Assets, free and clear of all Liens (except for Permitted Liens other than those designated Permitted Liens described on Schedule 5.4, which will be terminated, released, removed or satisfied by the ------------ Closing Date). Except for the Excluded Assets and except for the absence of various easements, apartment access agreements and/or commercial service agreements permitting Seller to locate cable on real property owned by third parties which individually or in the aggregate does not and will not have a material adverse effect on any of the Assets, the operation of any System or the financial condition or business of any System, the Assets constitute all property and rights, real and personal, tangible and intangible, necessary or required to operate the Business as currently operated and conducted and to prepare and render complete and accurate invoices to the subscribers of the Systems and customers of the Business as currently prepared and rendered; provided, however, that support for the billing system currently used by the --------- ------- Business may not be available after December 31, 1996. Except as set forth on Schedule 5.4, Seller has not signed any Uniform Commercial Code financing ------------ statement or any security agreement or mortgage or similar agreement authorizing any Person to file any financing statement or claim any security interest or lien with respect to any of the Assets. Seller has no properties or assets used or held for use in the Business that are not included in the Assets, other than the Excluded Assets; and except for the Excluded Assets, the Assets to be transferred to Buyer at the Closing include all Equipment, Contracts, Franchises, Licenses and other property and assets necessary for the conduct of the Business in the ordinary course of business in substantially the same manner as conducted prior to the Closing Date.

Title to Assets; Sufficiency. Except for Permitted Liens(a) At Closing, Seller has good subject to the filing of customary lien releases with respect to Indebtedness listed on Schedule 2.5(a), the Acquired Companies will own their respective assets, and have good, marketable and valid title to, or a valid license to (oruse, in the case of Assets that are leased, valid leasehold interests in) and possession of all of the Assetstheir respective assets, free and clear of all Liens. Upon any Encumbrance (other than a Permitted Encumbrance). (b) Prior to Closing, the Seller Parties have completed, or have caused to be completed, the transfer and assignment of all Other IP Purchased Assets to an Acquired Company (the “Pre- Closing Contribution”), including by delivery to Buyer will have good and marketable title to and possession of the following: (i) a fully executed Unregistered IP Assignment; and (ii) a fully executed contribution and assignment and assumption agreement with respect to the balance of the Other IP Purchased Assets, free and clear of all Liens which shall be in a form reasonably satisfactory to Buyer. (except for Permitted Liens other than those designated Permitted Liens described on Schedule 5.4, which will be terminated, released, removed or satisfied by the ------------ Closing Date). Except for the Excluded Assets and except for the absence of various easements, apartment access agreements and/or commercial service agreements permitting Seller to locate cable on real property owned by third parties which individually or in the aggregate does not and will not have a material adverse effect on any of the Assets, the operation of any System or the financial condition or business of any System, the c) The Other IP Purchased Assets constitute all property and rights, real and personal, tangible and intangible, necessary or required to operate the Business as currently operated and conducted and to prepare and render complete and accurate invoices to the subscribers of the Systems and customers of the Business as currently prepared and rendered; provided, however, that support for the billing system currently used by the --------- ------- Business may not be available after December 31, 1996. Except as set forth on Schedule 5.4, Seller has not signed any Uniform Commercial Code financing ------------ statement or any security agreement or mortgage or similar agreement authorizing any Person to file any financing statement or claim any security interest or lien with respect to any of the Assets. Seller has no properties or assets used Intellectual Property owned or held for use in the Business that are not included in the Assets, by a Seller Party or any of its Affiliates (other than the Excluded Assets; Acquired Companies) and except for used exclusively in connection with the Excluded AssetsBusiness prior to the Pre-Closing Contribution and, upon the Assets to be transferred to Buyer at the Closing include all Equipment, Contracts, Franchises, Licenses and other property and assets necessary for the conduct consummation of the Pre-Closing Contribution, will be deemed Acquired Company IP. (d) The Acquired Company IP, Other Intellectual Property, Other IP Purchased Assets and Shared IP collectively represent all of the Intellectual Property (i) owned or held for use by the Acquired Companies and the Seller Parties or its Affiliates in connection with the Business; (ii) necessary and sufficient to manufacture, distribute and sell products consistent with the products branded with or offered under the Sperry Brand manufactured, distributed and sold as of Closing and (iii) necessary and sufficient to conduct the Business in the ordinary course of business in substantially the same manner as conducted prior currently conducted; provided, however that, with respect to clauses (ii) and (iii), no representation or warranty is provided with respect to any Intellectual Property held by manufacturers or suppliers and used in the manufacture of products for the Business. For the avoidance of doubt, as of the Closing Date, the Acquired Companies will not own or maintain any operating assets that are the subject of the Aldo Transaction. Purchase Agreement (e) Notwithstanding Section 2.5(d), no Unregistered Intellectual Property is material to the conduct of the Business as currently conducted. (f) As of the Closing Date, (i) subject to clause (ii) below, no Acquired Company employs any employees or holds or maintains any assets or real property other than the Acquired Company IP; and (ii) no Acquired Company holds or maintains any Contracts other than the Contracts set forth on Exhibit 8.1 (Included Contracts) and on Schedules 2.9(b)(i), (c)(i), (d), (e)(i) and 2.11(a) and not terminated pursuant to Section 1.4(b)(ix).

Title to Assets; Sufficiency. (a) Except for Permitted Liensas set forth on Disclosure Schedule 3.15(a), Seller the Company or a Subsidiary has good and marketable title to and is the sole and exclusive owner of all right title and interest in and to (or, in the case of Assets that are leased, valid leasehold interests ini) and possession of all of the Assets, free and clear of all Liens. Upon Closing, Buyer will have good and marketable title to and possession assets reflected as being owned by the Company or the Subsidiaries on the Financial Statements as of the Assets, free and clear of all Liens Balance Sheet Date (except for Permitted Liens other than those designated Permitted Liens described on Schedule 5.4, which will be terminated, released, removed or satisfied by the ------------ Closing Date). Except for the Excluded Assets and except for the absence disposed of various easements, apartment access agreements and/or commercial service agreements permitting Seller to locate cable on real property owned by third parties which individually or in the aggregate does not Ordinary Course since such date), and will not have a material adverse effect on any of the Assets(ii) all other real, the operation of any System or the financial condition or business of any Systempersonal, the Assets constitute all property and rights, real and personalother property, tangible and intangible, necessary owned by the Company or required to operate the Business as currently operated and conducted and to prepare and render complete and accurate invoices to the subscribers of the Systems and customers of the Business as currently prepared and rendered; provided, however, that support for the billing system currently Subsidiaries or used by the --------- ------- Business may not be available after December 31Company or the Subsidiaries, 1996. Except as other than (x) any property or assets leased to the Company or the Subsidiaries or (y) Intellectual Property licensed to the Company or the Subsidiaries (collectively, the “Assets” and, together with (1) any property or assets leased to the Company or the Subsidiaries pursuant to the leases set forth on Disclosure Schedule 5.4, Seller has not signed any Uniform Commercial Code financing ------------ statement 3.13(b) or any security agreement Disclosure Schedule 3.14 and (2) Intellectual Property licensed to the Company or mortgage or similar agreement authorizing any Person to file any financing statement or claim any security interest or lien with respect to any of the Assets. Seller has no properties or assets used or held for use in the Business that are not included in the Assets, other than the Excluded Assets; and except for the Excluded AssetsSubsidiaries, the Assets to be transferred to Buyer at the Closing include “Property”). (b) The Property constitutes all Equipment, Contracts, Franchises, Licenses and other property and assets property rights now used in or necessary for the conduct of the Business as currently conducted. There exists no condition, restriction or reservation affecting the title to or utility of such Property which would prevent the Company, the Subsidiaries, or Buyer from utilizing such Property after the Closing to the same full extent that the Company and the Subsidiaries might continue to do so if the transactions contemplated hereby did not take place. No tangible Property is in the possession of others, and neither the Company nor any Subsidiary holds any Property on consignment. Upon the Closing, the Company and each Subsidiary shall continue to be vested with good title to, or a valid leasehold interest or license right interest in, its Property. (c) All of the tangible Property, whether owned or leased, has been maintained in accordance with normal industry practice, is in good operating condition and good repair (subject to ordinary course and normal wear and tear), and is free from defects other than such minor defects as do not interfere with the intended use thereof in the conduct of business in substantially the same manner as conducted prior to the Closing Datenormal operations.

Title to Assets; Sufficiency. (a) Except for Permitted Liens, Seller has good and marketable title to (or, as set forth in the case of Assets that are leased, valid leasehold interests inSection 3.14(a) and possession of all of the AssetsCompany Disclosure Schedules, free Permitted Encumbrances, and clear of all Liens. Upon Closingas would not be reasonably expected to materially and adversely impact the Company, Buyer will taken as a whole, the Company and its Subsidiaries have good and marketable title to and possession sole and exclusive ownership of all right title and interest in and to (i) all of the Assets, free and clear of all Liens (except for Permitted Liens other than those designated Permitted Liens described assets reflected as being owned by Freightos HK or its Subsidiaries on Schedule 5.4, which will be terminated, released, removed or satisfied by the ------------ Closing Date). Except Audited Financial Statements for the Excluded Assets period ended December 31, 2021, and except for the absence of various easements(ii) all other real, apartment access agreements and/or commercial service agreements permitting Seller to locate cable on real property owned by third parties which individually or in the aggregate does not personal, and will not have a material adverse effect on any of the Assets, the operation of any System or the financial condition or business of any System, the Assets constitute all property and rights, real and personalother property, tangible and intangible, necessary owned by the Company and its Subsidiaries or required to operate the Business as currently operated and conducted and to prepare and render complete and accurate invoices to the subscribers of the Systems and customers of the Business as currently prepared and rendered; provided, however, that support for the billing system currently used by the --------- ------- Business may not be available after December 31, 1996. Except as set forth on Schedule 5.4, Seller has not signed any Uniform Commercial Code financing ------------ statement or any security agreement or mortgage or similar agreement authorizing any Person to file any financing statement or claim any security interest or lien with respect to any of the Assets. Seller has no properties or assets used or held for use in the Business that are not included in the AssetsCompany and its Subsidiaries, other than (A) any property or assets leased to the Excluded Assets; and except for Company or its Subsidiaries or (B) Intellectual Property licensed to the Excluded AssetsCompany or its Subsidiaries (collectively, the Assets to be transferred to Buyer at “Assets” and, together with the Closing include Leased Real Property, the “Property”). (b) The Property constitutes all Equipment, Contracts, Franchises, Licenses and other material property and assets necessary for property rights used in the conduct of the Business business of the Company and its Subsidiaries as currently conducted. There exists no condition, restriction or reservation affecting the title to or utility of such Property which would prevent the Company or any of its Subsidiaries from utilizing such Property after the Closing except as would not be reasonably expected to materially and adversely impact the Company, taken as a whole. Upon the Closing, the Company or the applicable Subsidiary shall continue to be vested with good title to, or a valid leasehold interest or license right interest in its Property. Neither the execution or delivery of this Agreement or any of the Transaction Documents to which the Company is a party nor the consummation of the Transaction (either alone or in combination with another Event) would (i) adversely affect the validity of any lease agreement or license agreement to which the Company or any of its Subsidiaries is a party or the leasehold rights of the Company or any of its Subsidiaries thereunder, or (ii) require any consent or notification requirements under any such agreement. (c) All of the tangible Property, whether owned or leased, has been maintained in accordance with normal industry practice, is in good operating condition and good repair (subject to ordinary and normal wear and tear), and is free from defects other than such minor defects as do not interfere with the intended use thereof in the ordinary course conduct of business in substantially normal operations except as would not be reasonably expected to materially and adversely impact the same manner Company, taken as conducted prior to the Closing Datea whole.