Common use of Assets Generally Clause in Contracts

Assets Generally. (a) The Purchased Assets include all properties, tangible and intangible, necessary for Buyer to operate the Business after the Closing Date in a manner substantially equivalent to the manner in which Seller has operated the Business prior to and through the Closing Date. Other than the Required Consents and the Governmental Approvals, no licenses or other consents from, or payments to, any other Person are or will be necessary for Buyer to operate the Business and use the Purchased Assets in the manner in which Seller has operated the same. (b) Seller holds good and marketable title, license to or leasehold interest in all of the Purchased Assets and has the complete and unrestricted power and the unqualified right to sell, assign and deliver the Purchased Assets to Buyer. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and marketable title, license or leasehold interest to the Purchased Assets free and clear of any Liens and there exists no restriction on the use or transfer of the Purchased Assets, except as may be assumed hereunder by Buyer as an Assumed Liability. No Person other than Seller has any right or interest in the Purchased Assets, including the right to grant interests in the Purchased Assets to third parties, except for Purchased Assets licensed or leased from third parties which are set forth in the Seller Disclosure Schedule and identified as such. (c) None of the Purchased Assets that constitute tangible personal property is held under any lease, security agreement, conditional sales contract, lien, or other title retention or security arrangement. (d) Except as provided in this Agreement, no restrictions will exist on Buyer's right to sell, resell, license or sublicense any of the Purchased Assets or engage in the Business, nor will any such restrictions be imposed on Buyer as a consequence of the transactions contemplated by this Agreement or by any agreement referenced in this Agreement. (e) All of the Purchased Assets are in good operating condition and repair, as required for their use in the Business as presently conducted, and conform to all applicable laws, and no notice of any violation of any law relating to any of the Purchased Assets or Assumed Liabilities has been received by Seller.

Assets Generally. (a) The Purchased Assets include all properties, tangible properties and intangible, Contracts used by Seller in operating the Business and necessary for Buyer to operate the Business after the Closing Date in a manner substantially equivalent to the manner in which Seller has operated the Business prior to and through the Closing Date. Other than the Required Consents (including without limitation required Contract assignments) and the Governmental Approvals, no licenses or other consents from, or payments to, any other Person are or will be necessary for Buyer to operate the Business and use the Purchased Assets in the manner in which Seller has operated the same. (b) Seller holds good and marketable title, license to or leasehold interest in all of the Purchased Assets and has the complete and unrestricted power and the unqualified right to sell, assign and deliver the Purchased Assets to Buyer. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and marketable title, license or leasehold interest to the Purchased Assets free and clear of any Liens and there exists no restriction on the use or transfer of the Purchased Assets, except as may be assumed hereunder by Buyer as an Assumed LiabilityLiability or as may otherwise be expressly disclosed in Schedule 4.9(b) hereto. No Person other than Seller has any right or interest in the Purchased Assets, including the right to grant interests in the Purchased Assets to third parties, except for Purchased Assets licensed or leased from third parties which are set forth in the Seller Disclosure Schedule and identified as such. (c) None of the Purchased Assets that constitute tangible personal property is held under any lease, security agreement, conditional sales contract, lienLien, or other title retention or security arrangement. (d) Except as provided in this Agreement, no restrictions will exist on Buyer's ’s right to sell, resell, license or sublicense any of the Purchased Assets or engage in the Business, nor will any such restrictions be imposed on Buyer as a consequence of the transactions contemplated by this Agreement or by any agreement referenced in this Agreement. (e) All of the Purchased Assets are in good operating condition and repair, as required for their use in the Business as presently conducted, and conform to all applicable laws, and no notice of any violation of any law relating to any of the Purchased Assets or Assumed Liabilities has been received by Seller.

Assets Generally. (a) The With the exception of the Seller Trademarks, the Purchased Assets and the Intellectual Property to be licensed to Buyer under the Technology License Agreement (the "Licensed Intellectual Property") include all properties, tangible and intangible, and only such properties currently used by Seller and necessary for Buyer to operate manufacture and sell the Business Products after the Closing Date in a manner substantially equivalent to the manner in which Seller has operated manufactured and sold the Business Products prior to and through the Closing Date. Other than the Seller Trademarks, the Licensed Intellectual Property, the Required Consents and the Governmental Approvals, no licenses or other consents from, or payments to, any other Person are or will be necessary for Buyer to operate the Business and use the Purchased Assets in the manner in which Seller has operated used the same. (b) Seller holds good and marketable title, title or license to or leasehold interest in all of the Purchased Assets and the Licensed Intellectual Property, subject to any Required Consents or Governmental Approvals, has the complete and unrestricted power and the unqualified right to sell, assign and deliver the Purchased Assets to Buyer. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and marketable title, title or license to or leasehold interest to in the Purchased Assets free and clear of any Liens and there exists no restriction on the use or transfer of the Purchased Assets, except as may be assumed hereunder by Buyer as an Assumed Liability. No Person other than Seller has any right or interest in the Purchased Assets, including the right to grant interests in the Purchased Assets to third parties, except for Purchased Assets licensed or leased from the third parties which are set forth in the Seller Disclosure Schedule 4.9 and identified as such. (c) None of the Purchased Assets that constitute tangible personal property is held under any lease, security agreement, conditional sales contract, lien, or other title retention or security arrangement. (d) Except as provided in this Agreement, no restrictions will exist on Buyer's right to sell, resell, license or sublicense any of the Purchased Assets or engage in the Businesssame manner in which Seller sold, resold, licensed, or sublicensed the Purchased Assets, nor will any such restrictions be imposed on Buyer as a consequence of the transactions contemplated by this Agreement or by any agreement referenced in this Agreement. (e) All of the Purchased Assets are in good operating condition and repair, as required for their use in the Business by Seller as presently conducted, and conform to all applicable laws, and no notice of any violation of any law relating to any of the Purchased Assets or Assumed Liabilities has been received by Seller.

Assets Generally. (a) The Purchased Assets include all intangible properties, tangible including those intangible formats, currently used by Seller in operating the Business and intangible, necessary for Buyer to operate the Business after the Closing Date in a manner substantially equivalent to the manner in which Seller has operated the Business prior to and through the Closing Date. Other than the Required Consents and the Governmental Approvals, no licenses or other consents from, or payments to, any other Person are or will be necessary for Buyer (i) to operate the Business and use the Purchased Assets in the manner in which Seller has operated the same, and (ii) to exercise the licensed rights granted in Section 2.2. (b) Seller holds good and marketable title, license to or leasehold interest in all of the Purchased Assets and has the complete and unrestricted power and the unqualified right to sell, assign and deliver the Purchased Assets to Buyer. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and marketable title, license or leasehold interest to the Purchased Assets free and clear of any Liens and there exists no restriction on the use or transfer of the Purchased Assets, except as may be assumed hereunder by Buyer as an Assumed LiabilityLiability or as may otherwise be expressly disclosed in Schedule 4.9(b) hereto. No Person other than Seller has any right or interest in the Purchased Assets, including the right to grant interests in the Purchased Assets to third parties, except for Purchased Assets licensed or leased from third parties which are set forth in the Seller Disclosure Schedule and identified as suchThird Party Technology. (c) None of the Purchased Assets that constitute tangible personal property is held under any lease, security agreement, conditional sales contract, lienLien, or other title retention or security arrangement. (d) Except as provided in this Agreement, no restrictions will exist on Buyer's ’s right to sell, resell, license or sublicense any of the Purchased Assets or engage in the Business, nor will any such restrictions be imposed on Buyer as a consequence of the transactions contemplated by this Agreement or by any agreement referenced in this Agreement. (e) All of the Purchased Assets Assets, including those that exist in tangible formats, are in good operating condition and repair, repair as required for their reasonable use in the Business as presently conducted, and all of the Assets conform to all applicable laws, and no notice of any violation of any law relating to any of the Purchased Assets or Assumed Liabilities has been received by Seller.

Assets Generally. (a) The Purchased Assets include all properties, tangible and intangible, and only such properties currently used by Seller in operating the Business and necessary for Buyer to operate market, license, implement, support, modify, enhance, upgrade and maintain the Business after the Closing Date Purchased Assets in a manner substantially equivalent to the manner in which Seller has operated the Business prior to and through the Closing Date. Other than the Required Consents and the Governmental Approvals, no licenses or other consents from, or payments to, any other Person are or will be necessary for Buyer to operate the Business and use the Purchased Assets in the manner in which Seller has operated the same. (b) Seller holds good and marketable title, license to or leasehold interest in to all of the Purchased Assets and has the complete and unrestricted power and the unqualified right to sell, assign and deliver the Purchased Assets to Buyer. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and marketable title, license or leasehold interest to the Purchased Assets free and clear of any Liens Liens, and there exists no restriction on the use or transfer of the Purchased Assets, except as may be assumed hereunder by Buyer as an Assumed Liability. No Person other than Seller has any right or interest in the Purchased Assets, including the right to grant interests in the Purchased Assets to third parties, except for Purchased Assets licensed or leased from third parties which are set forth in the Seller Disclosure Schedule and identified as such. (c) None of the Purchased Assets that constitute tangible personal property is held under any lease, security agreement, conditional sales contract, lienLien, or other title retention or security arrangement. (d) Except as provided in this Agreement, no restrictions will exist on Seller has not entered into any agreement that restricts Buyer's right to sell, resell, license or sublicense any of the Purchased Assets or engage in the BusinessBusiness nor, nor to Seller's Knowledge, (i) do any such restrictions exist or (ii) will any such restrictions be imposed on Buyer as a consequence of the transactions contemplated by this Agreement or by any agreement referenced in this Agreement. (e) All of the Purchased Assets are in good operating condition and repair, as required for their use in the Business as presently conducted, reasonable wear and tear excepted, and conform to all applicable laws, except where the failure to so conform would not result in a Material Adverse Effect, and no notice of any violation of any law relating to any of the Purchased Assets or Assumed Liabilities has been received by Seller.

Assets Generally. (a) The Purchased Assets (excluding the Darwin Software) and Excluded Assets include all properties, tangible and intangible, currently used by Seller in operating the Business and necessary for Buyer to operate the Business after the Closing Date in a manner substantially equivalent to the manner in which Seller has operated the Business prior to and through the Closing Date. Other than the Required Consents and the Governmental Approvals, no licenses or other consents from, or payments to, any other Person are or will be necessary for Buyer to operate the Business and use the Purchased Assets in the manner in which Seller has operated the same. (b) Seller holds good and marketable valid title, license to or leasehold interest in all of the Purchased Assets and subject to Required Consents has the complete and unrestricted power and the unqualified right to sell, assign and deliver the Purchased Assets to Buyer. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and marketable valid title, license or leasehold interest to the Purchased Assets free and clear of any Liens and there exists no restriction on the use or transfer of the Purchased Assets, except as may be assumed hereunder by Buyer as an Assumed LiabilityLiability or pursuant to Required Consents. No Person other than Seller has any right or interest in the Purchased Assets, including the right to grant interests in the Purchased Assets to third parties, except for Purchased Assets licensed or leased from third parties which are set forth in the Seller Disclosure Schedule and identified as suchsuch or the contractual interest of the other parties to a Contract. (c) None Except as set forth in the Seller Disclosure Schedule, none of the Purchased Assets that constitute tangible personal property is held under any lease, security agreement, conditional sales contract, lien, or other title retention or security arrangement. (d) Except as provided in this AgreementAgreement or Seller’s Disclosure Schedules, no restrictions will exist on Buyer's ’s right to sell, resell, license or sublicense any of the Purchased Assets or engage in the Business, nor will any such restrictions be imposed on Buyer as a consequence of the transactions contemplated by this Agreement or by any agreement referenced in this Agreement. (e) All of the Purchased Assets Excepts as set forth in this Agreement or Seller’s Disclosure Schedules, there are in good operating condition and repair, as required for their use in the Business as presently conducted, and conform to all applicable laws, and no notice of any violation of any law relating to developments affecting any of the Purchased Assets pending or, to the Knowledge of Seller or Assumed Liabilities has been received by SellerParent threatened, which might materially detract from the value of such Purchase Assets, materially interfere with any present or intended use of any such Purchased Assets or have a Material Adverse Effect on the marketability of the Purchased Assets.

Assets Generally. (a) The Purchased Assets include all properties, tangible and intangible, and only such properties, currently used by Seller in operating the Business and necessary for Buyer to operate the Business after the Closing Date in a manner substantially equivalent to the manner in which Seller has operated the Business prior to and through the Closing Date. Other than the Required Consents and the Governmental Approvals, no licenses or other consents from, or payments to, any other Person are or will be necessary for Buyer to operate the Business and use the Purchased Assets in the manner in which Seller has operated the same. (b) Seller holds good and marketable title, license to or leasehold interest in all of the Purchased Assets and has the complete and unrestricted power and the unqualified right to sell, assign and deliver the Purchased Assets to Buyer. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and marketable title, license or leasehold interest to the Purchased Assets free and clear of any Liens and there exists no restriction on the use or transfer of the Purchased Assets, except as may be assumed hereunder by Buyer as an Assumed Liability. No Person other than Seller has any right or interest in the Purchased Assets, including the right to grant interests in the Purchased Assets to third parties, except for Purchased Assets licensed or leased from third parties which are set forth in the Seller Disclosure Schedule and identified as such. (c) None of the Purchased Assets that constitute tangible personal property is held under any lease, security agreement, conditional sales contract, lien, or other title retention or security arrangement. (d) Except as provided in this Agreement, no restrictions will exist on Buyer's right to sell, resell, license or sublicense any of the Purchased Assets or engage in the Business, nor will any such restrictions be imposed on Buyer as a consequence of the transactions contemplated by this Agreement or by any agreement referenced in this Agreement. (e) All of the Purchased Assets are in good operating condition and repair, as required for their use in the Business as presently conducted, and conform to all applicable laws, and no notice of any violation of any law relating to any of the Purchased Assets or Assumed Liabilities has been received by Seller.

Assets Generally. (a) The Purchased Assets include all properties, tangible and intangible, and only such properties, used by Seller in operating the Business and necessary for Buyer to operate the Business after the Closing Date Effective Time in a manner substantially equivalent to the manner in which Seller has operated the Business prior to and through the Closing DateEffective Time. Other than the Required Consents and the Governmental Approvals, no No licenses or other consents from, or payments to, any other Person are or will be necessary for Buyer to operate the Business and use the Purchased Assets in substantially the manner in which Seller has operated the same. (b) Seller holds good and marketable title, license to or leasehold interest in all of the Purchased Assets and has the complete and unrestricted power and the unqualified right to sell, assign and deliver the Purchased Assets to Buyer. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and marketable title, license or leasehold interest to the Purchased Assets free and clear of any Liens Encumbrances and there exists no restriction on the use or transfer of the Purchased Assets, except as may be assumed hereunder by Buyer as an Assumed Liability. No Person other than Seller has any right or interest in the Purchased Assets, including the right to grant interests in the Purchased Assets to third parties, except for Purchased Assets licensed or leased from third parties which are set forth in the Seller Disclosure Schedule and identified as such. (c) None of the Purchased Assets that constitute tangible personal property is held under any lease, security agreement, conditional sales contract, lien, or other title retention or security arrangement. (d) Except as provided in this Agreement, no restrictions will exist on Buyer's right to sell, resell, license or sublicense any of the Purchased Assets or engage in the Business, nor will any such restrictions be imposed on Buyer as a consequence of the transactions contemplated by this Agreement or by any agreement referenced in this Agreement. (ed) All of the Purchased Assets are in good operating condition and repair, normal wear and tear excepted, as required for their use in the Business as presently conducted, and conform to all applicable laws, and no notice of any violation of any law relating to any of the Purchased Assets or Assumed Liabilities has been received by Seller.

Assets Generally. (a) The Purchased Assets Assets, together with all of the assets and properties of the Acquired Entities (excluding insurance of the Acquired Entities not being transferred), include all properties, tangible used by the Asset Sellers and intangible, the Acquired Entities in operating the Business and necessary for the Buyer to operate the Business after the Closing Date Effective Time in a manner substantially equivalent to the manner in which Seller has the Sellers and the Acquired Entities have operated the Business prior to and through the Closing DateEffective Time. Other than the Required Consents and the Governmental Approvals, no No licenses or other consents from, or payments to, any other Person are or will be necessary for the Buyer to operate the Acquired Entities and the Business and use the Purchased Assets and the assets and properties of the Acquired Entities in substantially the manner in which Seller has the Sellers have operated the same. (b) Seller holds The Sellers hold good and marketable title, license to or leasehold interest interests in all of the Purchased Assets and has have the complete and unrestricted power and the unqualified right to sell, assign and deliver the Purchased Assets to the Buyer. The Acquired Entities hold good and marketable title, license to or leasehold interests in all of their respective assets and properties. Upon consummation of the transactions contemplated by this Agreement, the Buyer will acquire good and marketable title, license or leasehold interest interests to the Purchased Assets free and clear of any Liens Encumbrances, and there exists no restriction on the use or transfer of the Purchased Assets, except Assets as may be assumed hereunder by the Buyer as an Assumed LiabilityLiability or Assumed Contract. Each Acquired Entity holds good and marketable title, license or leasehold interests to its respective assets and properties free and clear of any Encumbrances, and there exists no restriction on the use or transfer of such assets and properties. No Person other than Seller the Sellers has any right or interest in the Purchased Assets, including the right to grant interests in the Purchased Assets to third partiesAssets, except for Purchased Assets licensed or leased from third parties which are set forth in the Seller Sellers' Disclosure Schedule and identified as such. No Person other than the Acquired Entities has any right or interests in the assets and properties of the Acquired Entities, except for assets and properties licensed or leased from third parties which are set forth in the Sellers' Disclosure Schedule and identified as such. (c) None of the Purchased Assets that constitute tangible personal property Personal Property, nor any of the Personal Property of the Acquired Entities, is held under subject to any lease, security agreement, conditional sales contract, lien, or other title retention or security arrangement. (d) Except as provided in this Agreement, no restrictions will exist on the Buyer's right to sell, resell, license or sublicense any of the Purchased Assets or any of the assets and properties of the Acquired Entities or, except under applicable securities laws, to sell or transfer the Shares, the TRW UK Shares or the TRW France Shares or the Acquired Entities or engage in the Business, nor will any such restrictions be imposed on the Buyer or any Acquired Entity as a consequence of the transactions contemplated by this Agreement or by any agreement referenced in this Agreement. (e) All of the Purchased Assets and all of the assets and properties of the Acquired Entities are in good operating condition and repair, normal wear and tear excepted, as required for their use in the Business as presently conducted, and conform to all applicable lawsLegal Requirements, and no notice of any violation of any law relating to any of the Purchased Assets or Assumed Liabilities Liabilities, or any of the assets or properties of the Acquired Entities, has been received by Sellerany Seller or Acquired Entity. (f) With respect to the property and assets it leases, each Acquired Entity is in compliance with such leases and holds a valid leasehold interest free of any Encumbrances. Schedule 4.14(f) lists all material property and assets of each Acquired Entity that are not otherwise set forth on the Sellers' Disclosure Schedule or in any Schedule delivered hereunder.

Assets Generally. (a) The Purchased To the Knowledge of Transferor, the Acquired Assets include all properties, tangible and intangible, and only such properties, currently used by Transferor in operating the Business and necessary for Buyer Acquiror to operate the Business after the Closing Date in a manner substantially equivalent to the manner in which Seller Transferor has operated the Business prior to and through the Closing Date. Other To the Knowledge of Transferor, other than the Required Consents and the Governmental Approvals, no licenses or other consents from, or payments to, any other Person are or will be necessary for Buyer Acquiror to operate the Business and use the Purchased Acquired Assets in the manner in which Seller Transferor has operated the same. (b) Seller To the Knowledge of Transferor, Transferor holds good and marketable title, license to or leasehold interest in all of the Purchased Acquired Assets and has the complete and unrestricted power and the unqualified right to selltransfer, assign and deliver the Purchased Acquired Assets to BuyerAcquiror. Upon To the Knowledge of Transferor, upon consummation of the transactions contemplated by this Agreement, Buyer Acquiror will acquire good and marketable title, license or leasehold interest to the Purchased Acquired Assets free and clear of any Liens and there exists no restriction on the use or transfer of the Purchased Assets, except as may be assumed hereunder by Buyer as an Assumed Liability. No Person other than Seller has any right or interest in the Purchased Assets, including the right to grant interests in the Purchased Assets to third parties, except for Purchased Assets licensed or leased from third parties which are set forth in the Seller Disclosure Schedule and identified as such.no (c) None To the Knowledge of Transferor, none of the Purchased Acquired Assets that constitute tangible personal property is held under any lease, security agreement, conditional sales contract, lien, or other title retention or security arrangement. (d) Except To the Knowledge of Transferor, except as provided in this Agreement, no restrictions will exist on BuyerAcquiror's right to sell, resell, license or sublicense any of the Purchased Acquired Assets or engage in the Business, nor will any such restrictions be imposed on Buyer Acquiror as a consequence of the transactions contemplated by this Agreement or by any agreement referenced in this Agreement. (e) All To the Knowledge of Transferor, all of the Purchased Acquired Assets are in good operating condition and repair, as required for their use in the Business as presently conducted, and conform to all applicable laws, and and, to the Knowledge of the Transferor, no notice of any violation of any law relating to any of the Purchased Acquired Assets or Assumed Liabilities has been received by SellerTransferor.