Common use of Title to Property; Principal Equipment; Sufficiency of Assets Clause in Contracts

Title to Property; Principal Equipment; Sufficiency of Assets. (a) Seller or a Subsidiary has and at the Closing will have good and valid title to, or a valid and binding leasehold interest or license in, all real and personal tangible Purchased Assets free and clear of any Encumbrance except for Permitted Encumbrances. (b) Each material item of Principal Equipment is in good operating condition and repair, subject to normal wear and tear, suitable for the purposes for which it is currently being used, but is otherwise being transferred on a “where is” and, as to condition, “as is” basis. (c) Except for (i) the assets that will be used in connection with providing services under the Transition Services Agreement, (ii) the assets and Business Employees not transferred to Buyer or a Buyer Designee at Buyer’s written request and (iii) the Excluded Assets (other than those set forth in Section 2.2(k)), the Purchased Assets and the Transferred Employees and the other rights to be acquired or licensed under this Agreement and the Collateral Agreements (including the services to be provided pursuant to the Transition Services Agreement) constitute (x) all property, assets, personnel and rights that are used or held for use by Seller or a Subsidiary primarily in the operation or conduct of the Engenio Business and (y) all property, assets and rights that are necessary for the operation or conduct of the Engenio Business as currently conducted. In the event this Section 3.5(c) is breached because Seller or a Subsidiary has in good faith failed to identify and transfer any asset or property or provide any service used or held for use primarily in the Engenio Business, such breach shall be deemed cured if Seller or the applicable Subsidiary promptly transfers such properties or assets or provides such services to Buyer or a Buyer Designee at no additional cost to Buyer or a Buyer Designee.

Title to Property; Principal Equipment; Sufficiency of Assets. (a) Seller or a Subsidiary has and at the Closing will have good and valid title to, or a valid and binding leasehold interest or license in, all real and personal tangible Purchased Assets free and clear of any Encumbrance except for Permitted Encumbrances. (b) Each material item of Principal Equipment is in good operating condition and repaircondition, subject to normal wear and tear, suitable for the purposes for which it is currently being used, but is otherwise being transferred on a “where is” and, as to condition, “as is” basis. Each item of leased personal property is in the condition required of such property by the terms of the lease applicable thereto. (c) Except for (i) the assets that will be used in connection with providing services under the Transition Services Agreement, Agreement and (ii) the assets and Business Employees not transferred to Buyer or a Buyer Designee at Buyer’s written request and (iii) the Excluded Assets (other than those set forth in Section 2.2(k))Assets, the Purchased Assets and the Transferred Business Employees and the other rights to be acquired or licensed under this Agreement and the Collateral Agreements (including the services to be provided pursuant to the Transition Services Agreement) constitute (x) all property, assets, personnel assets and rights that that are used or held for use by Seller or a Subsidiary primarily in the operation or conduct of the Engenio Purchased Business and (y) all property, assets and rights that are necessary for the operation or conduct of the Engenio Purchased Business as currently conducted. In the event this Section 3.5(c) is breached because Seller or a Subsidiary has in good faith failed to identify and transfer any asset assets or property or provide any service used or held for use primarily in the Engenio Businessproperties, such breach shall be deemed cured if Seller or the applicable Subsidiary promptly transfers such properties or assets or provides such services to Buyer or a Buyer Designee at no additional cost to Buyer or a Buyer Designee. (d) Upon the Closing of the transactions contemplated by this Agreement, Seller will have sold, assigned, transferred and conveyed, or caused to be sold, assigned transferred and conveyed, to Buyer or a Buyer Designee all of the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

Title to Property; Principal Equipment; Sufficiency of Assets. (a) Seller or a Subsidiary has and at the Closing will have good and valid title to, or a valid and binding leasehold interest or license in, all real and personal tangible Purchased Assets free and clear of any Encumbrance except for Permitted Encumbrances. (b) Each material item of Principal Equipment is in good reasonable operating condition and repaircondition, subject to normal wear and tearin light of its respective age, suitable for the purposes for which it is currently being used, but is otherwise being transferred on a “"where is” " and, as to condition, “"as is” " basis. (c) Except for (i) the assets that will be used in connection with providing services under the Transition Services Agreement, and (ii) the assets and Business Employees not transferred to Buyer or a Buyer Designee at Buyer’s written request and (iii) the Excluded Assets (other than those set forth in Section 2.2(k))Assets, the Purchased Assets and the Transferred Business Employees and the other rights to be acquired or licensed under this Agreement and the Collateral Agreements (including the services to be provided pursuant to the Transition Services Agreement) constitute (x) all property, assets, personnel and rights that are used or held for use by Seller or a Subsidiary primarily in the operation or conduct of the Engenio Business and (y) all property, assets and rights that are necessary for to conduct the operation or conduct of the Engenio Business as currently conductedconducted by Seller. In the event this Section 3.5(c3.4(c) is breached because Seller or a Subsidiary has in good faith failed to identify and identify, transfer or license any asset assets, properties or property Proprietary Information or provide any service services used or held for use primarily in the Engenio Business, such breach shall be deemed cured if Seller or the applicable Subsidiary promptly transfers such properties or assets assets, licenses such Proprietary Information or provides such services to Buyer, and Buyer shall have no further remedy with respect thereto other than with respect to losses that arise prior to such transfer, license or a Buyer Designee at no additional cost to Buyer or a Buyer Designeeprovision of services.

Title to Property; Principal Equipment; Sufficiency of Assets. (a) Seller or a Subsidiary has and at the Closing will have good and valid title to, or a valid and binding leasehold interest or license in, all real Purchased Assets. The delivery to Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and personal tangible marketable title to the Purchased Assets in Buyer, free and clear of any Encumbrance all Encumbrances, except for the Permitted Encumbrances. (b) Each material item All of the Principal Equipment is and Leased Equipment, other than the Excluded Leased Equipment, necessary to conduct the Business, whether owned or leased, are in good all material respects, in reasonable operating condition and repair, subject to normal wear in light of its respective age, and tear, suitable are adequate for the purposes for which it is conduct of the Business as currently being used, but is otherwise being transferred on a “where is” and, as to condition, “as is” basisconducted by Seller. (c) Except for (i) the assets that will be used retained by Seller in connection with providing services under the Transition Services Agreement, Agreement and (ii) the assets and Business Employees not transferred to Buyer or a Buyer Designee at Buyer’s written request and (iii) the Excluded Assets (other than those set forth in Section 2.2(k))Assets, the Purchased Assets and the Transferred Business Employees and the other rights to be acquired or licensed under this Agreement and the Collateral Agreements (including the services to be provided pursuant to the Transition Services Agreement) constitute (x) include all property, assets, personnel and rights that are used primarily in, or held for use by Seller or a Subsidiary primarily in necessary to, the operation or conduct of the Engenio Business and (y) all property, assets and rights that are necessary for the operation or conduct of the Engenio Business as currently conductedconducted by Seller. In the event this Section 3.5(c) is breached because Seller or a Subsidiary has in good faith failed to identify and transfer any asset or property or provide any service used or held for use primarily in the Engenio BusinessPurchased Assets, such breach shall be deemed cured if Seller or the applicable Subsidiary promptly transfers such properties or assets or provides provide such services to Buyer or a Buyer Designee at no additional cost to Buyer or a Buyer DesigneeBuyer. (d) A list of the Principal Equipment is attached to the Assignment and Xxxx of Sale.

Title to Property; Principal Equipment; Sufficiency of Assets. (a) Seller or a Subsidiary has and at the Closing will have good and valid title to, or a valid and binding leasehold interest or license in, all real and personal tangible Purchased Assets free and clear of any Encumbrance except for Permitted EncumbrancesEncumbrance. (b) Each material item of Principal Equipment material, tangible Purchased Asset is in good reasonable operating condition and repaircondition, subject to normal wear and tearin light of its age, suitable for the purposes for which it is currently being used, but is otherwise being transferred on a “"where is” " and, as to condition, “"as is” " basis. (c) Except for (i) the assets that will be used in connection with providing services under the Transition Services Agreement, Agreement and (ii) the assets and Business Employees not transferred to Buyer or a Buyer Designee at Buyer’s written request and (iii) the Excluded Assets (other than those set forth in Section 2.2(k))Assets, the Purchased Assets (including, without limitation, the ORiNOCO Intellectual Property) and the Transferred Business Employees and the other rights to be acquired or licensed under this Agreement and the Collateral Agreements (including the services to be provided pursuant to the Transition Services Agreement) constitute (x) include all property, assets, personnel and rights that are used or held for use by Seller or a Subsidiary primarily in the operation or conduct of the Engenio Business ORiNOCO Business, and (y) all property, assets and rights that are necessary sufficient for the operation or conduct of the Engenio ORiNOCO Business immediately following the Closing in substantially the same manner as currently conducted. In the event this Section 3.5(c) is breached because Seller or a Subsidiary has in good faith failed to identify and transfer any asset assets or property properties or provide any service services used or held for use primarily in the Engenio ORiNOCO Business, such breach shall be deemed cured if Seller or the applicable Subsidiary promptly transfers such properties or assets or provides such services to Buyer or a Buyer Designee at no additional cost to Buyer or a such Buyer Designee. (d) All Principal Equipment and Fixtures are located on the Leased Premises except for certain test systems, consisting of injection molding tools, personal computers with special test fixtures and connectors and software that are used to manufacture and test the products of the ORiNOCO Business, that are located at the contract manufacturing facility used by Seller in Taiwan or at the facilities of subcontractors.

Title to Property; Principal Equipment; Sufficiency of Assets. (a) Seller or a Subsidiary has and at the Closing will have good and valid title to, or a valid to all tangible and binding leasehold interest or license in, all real and personal tangible intangible Purchased Assets free and clear of any Encumbrance except for Permitted EncumbrancesEncumbrances and all Purchased Assets material to the operation of Seller’s business will be conveyed to the Buyer at Closing. (b) Each material item of Principal Equipment is in good operating condition and repair, subject to normal wear and tear, suitable for the purposes for which it is currently being used, but is otherwise being transferred on a “where is” and, as to condition, “as is” basis. (c) Except for (i) the assets that will be used in connection with providing services under the Transition Services Agreement, (ii) the assets and Business Employees not transferred to Buyer or a Buyer Designee at Buyer’s written request and (iiiii) the Excluded Assets (other than those set forth in Section 2.2(k)), Assets; the Purchased Assets and the Transferred Employees and the other rights to be acquired or licensed under this Agreement and the Collateral Agreements (including the services to be provided pursuant to the Transition Services Agreement) constitute (x) all property, assets, personnel and rights that are used or held for use by Seller or a Subsidiary primarily in the operation or conduct of the Engenio Seller Business and (y) all property, assets and rights that are necessary for the operation or conduct of the Engenio Seller Business as currently conducted. In the event this Section 3.5(c) is breached because Seller or a Subsidiary has in good faith failed to identify and transfer any asset or property or provide any service used or held for use primarily in the Engenio Seller Business, such breach shall be deemed cured if Seller or the applicable Subsidiary promptly transfers such properties or assets or provides such services to Buyer or a Buyer Designee at no additional cost to Buyer or a Buyer Designee.

Title to Property; Principal Equipment; Sufficiency of Assets. (a) Seller or a Subsidiary has and at the Closing will have good and valid title to, or a valid and binding leasehold interest or license in, all real and personal tangible Purchased Assets free and clear of any Encumbrance except for Permitted Encumbrances. (b) Each material item of Principal Equipment is in good operating condition and repaircondition, subject to normal wear and tear, suitable for the purposes for which it is currently being used, but is otherwise being transferred on a “where is” and, as to condition, “as is” basis. Each material item of leased personal property is in all material respects in the condition required of such property by the terms of the lease applicable thereto. (c) Except for (i) the assets that will be used in connection with providing services under the Transition Services Agreement, (ii) the assets and Business Employees not transferred to Buyer or a Buyer Designee at Buyer’s written request request, and (iii) the Excluded Assets (other than those set forth in Section 2.2(k))Assets, the Purchased Assets and the Transferred Business Employees and the other rights to be acquired or licensed under this Agreement and the Collateral Agreements (including the services to be provided pursuant to the Transition Services Agreement) constitute (x) all property, assets, personnel and rights that that are used or held for use by Seller or a Subsidiary primarily in the operation or conduct of the Engenio Mobility Business and (y) all property, assets and rights that are necessary for the operation or conduct of the Engenio Mobility Business as currently conducted. In the event this Section 3.5(c) is breached because Seller or a Subsidiary has in good faith failed to identify and transfer any asset assets or property properties or provide any service services used or held for use primarily in the Engenio Mobility Business, such breach shall be deemed cured if Seller or the applicable Subsidiary promptly transfers such properties or assets or provides such services to Buyer or a Buyer Designee at no additional cost to Buyer or a Buyer Designee. (d) Upon the Closing of the transactions contemplated by this Agreement, Seller will have sold, assigned, transferred and conveyed, or caused to be sold, assigned transferred and conveyed, to Buyer or a Buyer Designee all of the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances.