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

Title to Property; Principal Equipment; Sufficiency of Assets. a) Seller has and at the Closing will have good and valid title to all 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 and Business Employees not transferred to Buyer or a Buyer Designee at Buyer’s written request and (ii) the Excluded Assets; the Purchased Assets and the Transferred Employees and the other rights to be acquired or licensed under this Agreement and the Collateral Agreements constitute (x) all property, assets, personnel and rights that are used or held for use by Seller primarily in the operation or conduct of the Seller Business and (y) all property, assets and rights that are necessary for the operation or conduct of the Seller Business as currently conducted. In the event this Section 3.5(c) is breached because Seller 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 Seller Business, such breach shall be deemed cured if Seller 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 has and at the Closing will have good and valid title to 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 and Business Employees not transferred to Buyer or a Buyer Designee at Buyer’s written request and (ii) the Excluded Assets; , the Purchased Assets and the Transferred Employees and the other rights to be acquired or licensed under this Agreement and the Collateral Agreements constitute (x) all property, assets, personnel assets and rights that are used or held for use by Seller primarily in the operation or conduct of the Seller Business and (y) all property, assets and rights that are necessary for the operation or conduct of the Seller Business as currently conducted. In the event this Section 3.5(c) is breached because Seller 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 Seller Business, such breach shall be deemed cured if Seller 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 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 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 and Business Employees not transferred to Buyer or a Buyer Designee at Buyer’s written request that will be used in connection with providing services under the Transition Services Agreement, and (ii) the Excluded 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 constitute (xincluding the services to be provided pursuant to the Transition Services Agreement) include all property, assets, personnel and rights that are used in or held for use by Seller primarily in necessary to conduct the operation or conduct of the Seller Business and (y) all property, assets and rights that are necessary for the operation or conduct of the 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 assets or property properties or provide any service services used or held for use primarily in the Seller Business, 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 Designee.