Common use of Assets Clause in Contracts

Assets. (a) Except as otherwise provided in this Agreement or as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries have, or will have as of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets, properties and rights Relating to the Purchaser Business or owned, used or held by Purchaser or any of its Subsidiaries, free and clear of any Liens other than Purchaser Permitted Liens. (b) Except as set forth in Section 5.16(b) of the Purchaser Parent Disclosure Letter and as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closing. (c) Except as set forth in Section 5.16(c) of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except as otherwise provided in this Agreement or as would notAfter giving effect to the Pre-Closing Reorganization, individually or in and subject to the aggregatereceipt of all applicable approvals and consents, materially impair including those contemplated by Section 4.4, the operations of Purchaser or the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries Transferred Companies will have, or will have as of the Closingin all material respects, good and valid title to, or other legal rights to possess and usein the case of leased property, valid leasehold interests in, all of the assets, properties and rights Relating to the Purchaser Business or owned, used or held by Purchaser or any of its Subsidiaries, free and clear of any Liens other than Purchaser Permitted Liensmaterial Transferred Assets. (b) Subject to the immediately following sentence, the assets of the Transferred Companies as of the Closing Date (assuming the consummation of the Pre-Closing Reorganization), together with the assets, licenses and services to be made available pursuant to the Ancillary Documents, will be sufficient, and constitute all assets of Seller and its Subsidiaries that are necessary, to permit Buyer and the Transferred Companies to operate the Transferred Business substantially in the same manner as the operation of the Transferred Business as of the Closing. Notwithstanding the foregoing, it is understood and agreed that: (i) the Transferred Companies will not be assigned those assets and services listed or described in Seller Schedule 4.17(b)(i), which are necessary for the conduct of the Transferred Business; (ii) the Transferred Companies are not being assigned the Retained Contracts and the services provided under the Retained Contracts (in each case excluding, for the avoidance of doubt, the portions of any Master Agreement transferred or to be transferred pursuant to Section 6.13(a)) that are necessary for the conduct of the Transferred Business; (iii) certain of the administrative and regional headquarters management employees currently operating or advising the Transferred Business may not be transferred to the Transferred Companies and the immediately preceding sentence assumes that Buyer or the Transferred Companies after Closing will provide such equivalent personnel as may be appropriate for the benefit of the Transferred Business; (iv) certain Intellectual Property that is not owned by or licensed to the Transferred Companies or included in the Transferred Assets is needed to operate the Transferred Business. Except as provided in Section 6.17, Seller will not be obligated to procure or grant rights in or licenses to such Intellectual Property on behalf of the Transferred Companies or the Transferred Business; (v) certain Seller Owned Software is needed to operate the Transferred Business. Except for any such Seller Owned Software to be licensed to Buyer pursuant to an Ancillary Document or a software license agreement agreed upon pursuant to Sections 6.17(d) or 6.17(e) hereof, Seller will not be obligated to license any other Seller Owned Software or to procure rights in or licenses to any similar third party software after Closing; (vi) certain IT Systems that are not Transferred IT Systems are needed to operate the Transferred Business. Except as may be set forth in Section 5.16(bany Ancillary Document, Seller will not be obligated to procure, lease or license any such IT Systems after Closing; (vii) the only assets that will be held by the Transferred Companies as of the Closing with respect to (A) the provision by Verizon Online LLC of dial-up, DSL services and dedicated Internet access services and related value added services taken by DSL customers located in the States, (B) the resale of satellite to terrestrial video services, (C) the provision by Verizon Long Distance LLC of long distance services to customers located in the States, (D) the provision by Verizon Network Integration Corp. and Verizon Select Services Inc. of CPE sales, installation and related maintenance services and (E) the provision by Verizon Services Corp. and Verizon Avenue Inc. of services to multi-dwelling unit owners in the States, will be (i) customer relationships (including Contracts and terms and conditions with respect to such relationships) and (ii) those assets identified as exclusions in clauses (v), (vi) and (x) of the Purchaser Parent Disclosure Letter definition of Excluded Assets, and as would not, individually or in the aggregate, materially impair the operations of Purchaser Buyer or the Purchaser BusinessTransferred Companies will need to procure all other assets needed to undertake such activities; (viii) the provisions of this Section 4.17 assume the receipt of all necessary authorizations, taken as a whole (assuming all approvals, consents and Approvals as may be or waivers required by Law, by Governmental Entities or other third Persons pursuant to their Contract rights in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtainedDocuments; providedand (ix) this Section 4.17 does not constitute a representation or warranty regarding infringement, that no such assumption shall be made to misappropriation or other violation of any Intellectual Property of any Person by the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all conduct of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct Transferred Business, which is the Purchaser Business as conducted as subject of the date of this Agreement representation and as of the Closing. (c) Except as warranty set forth in Section 5.16(c) of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser4.14(a). (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except The Seller owns, leases or has the legal right to use all the properties and assets, including the Owned Intellectual Property, the Licensed Intellectual Property, the Transferred IP Agreements, the Leased Real Property and the Tangible Personal Property, used in the conduct of the Business, and, with respect to contract rights, is a party to and enjoys the right to the benefits of all such contracts, agreements and other arrangements used by the Seller (as otherwise provided in this Agreement or as would not, individually such relate to the Business) or in or relating to the aggregate, materially impair conduct of the operations of Purchaser or the Purchaser Business, taken as a wholeall of which properties, Purchaser or its Subsidiaries have, or will have as of assets and rights constitute Purchased Assets (subject to obtaining the Closing, third party consents and approvals) except for the Excluded Assets. The Seller has good and valid marketable title to, or, in the case of leased or other legal rights to possess subleased Purchased Assets, valid and usesubsisting leasehold interests in, all of the assets, properties and rights Relating to the Purchaser Business or owned, used or held by Purchaser or any of its SubsidiariesPurchased Assets, free and clear of any Liens other than Purchaser all Encumbrances, except Permitted LiensEncumbrances. (b) Except The Purchased Assets constitute all the properties, assets and rights forming a part of, used or held in, and all such properties, assets and rights as set forth in Section 5.16(b) of the Purchaser Parent Disclosure Letter and as would not, individually or are necessary in the aggregateconduct of, materially impair the operations of Purchaser or Business other than the Purchaser Business, taken as a whole Excluded Intellectual Property. (assuming all consents and Approvals as may be required in connection with c) Following the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made execution of the instruments of transfer contemplated by this Agreement (and subject to the extent receipt of required consents and approvals), the Purchaser Parent is not will own, with good, valid and marketable title, or lease, under valid and subsisting leases, or otherwise acquire the interests of the Seller in compliance with its obligations under Section 2.2 the Purchased Assets, free and clear of any Encumbrances, other than Permitted Encumbrances, and without incurring any penalty or Section 6.3 other adverse consequence, including any increase in rentals, royalties, or license or other fees imposed as a result of, or arising from, the consummation of the transactions contemplated by this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closing. (c) Except as set forth in Section 5.16(c) of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. 11.1 Obligations regarding Assets (a) Except as otherwise provided in this Agreement or as would not, individually or You agree to: (i) comply with any obligations relating to the Assets stated in the aggregateSchedule, materially impair including any Supplementary Conditions; (ii) not use the operations of Purchaser Funds to procure Assets unless You are procuring Assets that are stated in the Budget or the Purchaser BusinessSchedule and We have given Our prior written approval to procure those Assets; (iii) ensure You receive value for money in procuring any Assets; (iv) unless otherwise stated in the Schedule, taken as a wholeuse each Asset solely for the purpose of providing the Services for which the Asset has been acquired; (v) hold all Assets securely and safeguard the Assets against theft, Purchaser loss, damage or its Subsidiaries haveunauthorised use; (vi) maintain the Assets in good working order; (vii) maintain appropriate insurance in respect of the Assets; (viii) be responsible for maintaining any necessary registration and licensing of the Assets; (ix) not encumber or dispose of any Asset, or will have as deal with or use an Asset, other than in accordance with this clause without Our prior written approval; (x) not dispose of an Asset without Our prior written approval; and (xi) be fully responsible for, and bear all risk relating to, the use and any approved disposal of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets, properties and rights Relating to the Purchaser Business or owned, used or held by Purchaser or any of its Subsidiaries, free and clear of any Liens other than Purchaser Permitted LiensAssets. (b) Except as set forth in Section 5.16(b) of the Purchaser Parent Disclosure Letter and as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made If we provide our prior written approval to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 disposal of this Agreement)an Asset during the Term, together with the benefits, services, assets, licenses, sublicenses and other rights and benefits You agree at Our direction to: (i) pay to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Us within 20 Business as conducted as Days of the date of this Agreement and as the disposal, the written down value of the ClosingAsset using the Australian Taxation Office depreciation rates to calculate the depreciation of the Asset; (ii) pay to Us within 20 Business Days of the date of the disposal, the proceeds of the disposal, less an amount equal to the sum of Your proportionate contribution to the purchase price of the Asset and Your reasonable costs of disposal of the Asset; or (iii) use the funds from the disposal of the Asset for a purpose approved in writing by Us. (c) Except as set forth in Section 5.16(c) On expiry or termination of the Purchaser Parent Disclosure LetterAgreement, there are no material assetsYou agree at Our direction to: (i) pay to Us within 20 Business Days, properties or rights that are used or held for use by Purchaser or any Subsidiary the written down value of Purchaser or necessary the Asset using the Australian Taxation Office depreciation rates to calculate the depreciation of the Asset; (ii) dispose of the Asset for the conduct best price reasonably obtainable and pay to Us within 20 Business Days of the Purchaser Business date of the disposal the proceeds of the disposal, less an amount equal to the sum of Your proportionate contribution to the purchase price of the Asset and owned or controlled Your reasonable costs of disposing of the Asset; or (iii) use the Asset on such terms and conditions as may be approved in writing by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser)Us. (d) Purchaser and its Subsidiaries You agree that the proceeds from any disposal of any Asset are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and to be treated as if they are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to part of the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties)Funds.

Assets. (a) Except as otherwise provided The Transferred FH Companies (and their Closing Subsidiaries), the FH Asset Sellers and the FH Affiliates (in this Agreement or as would notrespect of the FH Business), individually or in the aggregate, materially impair own, lease, license or have the operations of Purchaser legal right to use, and the Transferred FH Companies (and their Closing Subsidiaries) and the FH Asset Sellers will at or immediately prior to the Purchaser BusinessClosing own, taken as a wholelease, Purchaser license or its Subsidiaries have, or will have as of the Closing, good and valid title to, or other legal rights right to possess and use, all of material Acquired FH Assets or FH Assets, including all material Assets reflected on the assets, properties and rights Relating to the Purchaser Business or owned, Base Balance Sheet (other than Assets used or held by Purchaser disposed of since the date thereof in the ordinary course of business or any of its Subsidiariesas permitted under Section 5.1), free and clear of any Liens all Encumbrances, other than Purchaser Permitted LiensEncumbrances. (b) Except The Acquired FH Assets and the FH Assets that will be held, leased or licensed by the Transferred FH Companies and their Closing Subsidiaries as of Closing, together with all Assets the benefit of which will be provided to Buyer or one of its Subsidiaries (including the Transferred FH Companies and their Closing Subsidiaries) pursuant to this Agreement (including with respect to arrangements contemplated by Section 5.16(b) or Section 5.17(b)), the Local Purchase Agreements or the Transition Services Agreement, and the corporate services provided by Seller or its Subsidiaries to the FH Business set forth in Section 5.16(b3.16(b) of the Purchaser Parent Seller’s Disclosure Letter and Letter, will constitute, as would notof Closing, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be material respects all Assets which are required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser for Buyer and its Subsidiaries pursuant (including the Transferred FH Companies and their Closing Subsidiaries) to this Agreement, operate the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, FH Business substantially in the aggregate, constitute all of the assets either used manner in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as which it is conducted as of on the date of this Agreement and as of the Closinghereof. (c) Except as set forth in Section 5.16(c) of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) After the transfer of the Transferred Assets pursuant to the Local Agreements the Purchasing Subsidiaries, with the exception of the cash necessary to carry on the Business, will own all the assets which – together with the land leased pursuant to art. 8.3.2 of this Agreement and other equipment leased under the Assumed Contracts – are necessary to carry on the Business as it has been carried on prior to the Closing Date. The Companies own – or have valid leases to use – all the assets which are necessary to carry on their Business as it has been carried on prior to the Closing Date. Except as otherwise provided explicitly set out in this Agreement or as would not, individually any lease agreement or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries have, or will have as of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets, properties and rights Relating to the Purchaser Business or owned, used or held by Purchaser or any of its Subsidiaries, free and clear of any Liens other than Purchaser Permitted Liens. (b) Except as set forth in Section 5.16(b) of the Purchaser Parent Disclosure Letter and as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits license agreement to be provided to Purchaser and its Subsidiaries entered into pursuant to this Agreement, the Ancillary Business does not use or require any assets (other than the Transferred Assets) or intellectual property rights (other than the Transferred Intellectual Property Rights) owned by the Seller or Affiliated Companies of Seller. For the avoidance of doubt, the Clariant WINS platform shall be excluded from this art. 4.6. The fixed assets transferred under the Local Agreement and the fixed assets owned by the Companies are in good operating condition and repair and are adequate to carry on the Business in the ordinary course of business and in the same fashion and manner as prior to the Closing Date. The inventory transferred pursuant to the Local Agreements and the Purchaser Ancillary Agreements, inventory owned by the assets, properties Companies consists only of raw material which meets the agreed or otherwise applicable product specification and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, which is in a condition to be processed in the aggregate, constitute Business and of end products or intermediate products which – as the case may be – meet the agreed or otherwise applicable specifications and are in a quality to be sold to customers or to be further processed in the Business. The Parties agree that all of quality downgrades necessary on the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted inventory as of the date Closing Date as well as any warranty claims regarding raw material supplied by Purchaser and Affiliated Companies of this Agreement and as Purchaser will be properly reflected in the computation of the Closing. (c) Except as set forth Closing Date Net Working Capital Amount. On the receivables transferred pursuant to the Local Agreements and the receivables owned by the Companies the amount which is reflected in Section 5.16(c) the computation of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or necessary for Closing Date Net Working Capital Amount can be collected on the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing beapplicable due date, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties)art. 5.6 of this Agreement.

Assets. (a) Except Other than the Excluded Assets, the right, title and interest of Seller and its Affiliates in the Transferred Assets constitute all of the Assets of Seller and its Affiliates owned or held by, used or intended for use, leased, licensed, accrued, reserved, allocated or incurred in connection with the conduct of any Specified Business in all material respects as otherwise provided currently conducted and, immediately after the Closing, shall be sufficient for Buyer to continue to operate and conduct such Specified Business in this Agreement all material respects as currently conducted. At the Closing (after giving effect to the Transaction), Buyer or as would not, individually its designated Affiliate will have good and marketable title to (or in the aggregatecase of Transferred Assets that are leased, materially impair valid leasehold interests in) the operations of Purchaser or the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries have, or will have as of the Closing, good and valid title to, or Transferred Assets (other legal rights to possess and use, all of the assets, properties and rights Relating to the Purchaser Business or owned, used or than those held by Purchaser or any of its Subsidiaries, the Transferred Joint Venture Entities) free and clear of any Liens Encumbrances, other than Purchaser Permitted LiensEncumbrances (or in the case of the Transferred Investments, Encumbrances under the Investment Documents), and those created by Buyer or any of its Affiliates (other than, prior to the Closing, any Transferred Joint Venture Entity or the Palm Beach Joint Venture). At the Closing (after giving effect to the Transaction) the Transferred Joint Venture Entities will have good and marketable title to (or in the case of Transferred Assets that are leased, valid leasehold interests in) the Transferred Assets held by them free and clear of any Encumbrances other than Permitted Encumbrances, in the case of Joint Venture Securities, Encumbrances under the JV Documents, and those created by Buyer or any of its Affiliates (other than, prior to the Closing, any Transferred Joint Venture Entity or the Palm Beach Joint Venture). (b) Except as set forth in Section 5.16(b) The Shared Assets and Liabilities are the only Assets and Liabilities of Seller or any of its Affiliates that Relate to both of the Purchaser Parent Disclosure Letter Specified Businesses or to any Specified Business and as would notany other business of Seller or its Affiliates, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation including any part of the transactions contemplated Friendco Business. The Palm Beach Joint Venture does not hold any Assets that are Primarily Related to any portion of the Business other than the portion of the Business conducted by this Agreement the Palm Beach Joint Venture. Empire Sports Network has no Assets other than those Primarily Related to its business of operating a regional sports network and the Ancillary Agreements have been obtained; provided, that has no such assumption shall be made Assets Primarily Related to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the ClosingCable Systems. (c) Except as set forth in Section 5.16(c) The Friendco Transferred Assets are the only Assets that are Primarily Related to the Cable Systems being purchased by Friendco. None of the Purchaser Parent Disclosure LetterFriendco Transferred Assets are Primarily Related to any Specified Business except to the extent Buyer has otherwise so consented. Other than the Friendco Transferred Assets, the Transferred Assets and the Excluded Assets, there are no material assets, properties or rights that are used or held for use by Purchaser Assets of Seller or any Subsidiary of Purchaser or necessary for its Affiliates Related to the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser)Business. (d) Purchaser Schedule 3.20(d) of the Seller Disclosure Schedule sets forth a true and complete list of all of the material Assets Related to each Specified Business owned, held by, leased or licensed by any Subsidiary of Seller that is not a Debtor. (e) Other than the Transferred Joint Venture Entities, the Transferred Investments and the wholly owned Subsidiaries of Seller and as set forth on Schedule 3.20(e) of the Seller Disclosure Schedule, Seller and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged Affiliates have no Equity Securities in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating Person which holds Assets Primarily Related to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties)operations and business conducted by the Cable Systems.

Assets. (a) Except for any Delayed Transfer Assets, after giving effect to the Transactions (including as otherwise permitted pursuant to Section 5.1) and the Transaction Agreements, the Transferred Assets, when taken together with the assets of the Purchased Entity and the services being provided under the Transition Services Agreement, will, at the Closing, constitute those Assets necessary to operate the Transferred Business in this Agreement all material respects as it is currently conducted and as it has been conducted from January 1, 2017 through the date hereof (except with respect to changes in the conduct of the Transferred Business as a result of the Transactions, and other changes in the ordinary course, in each case not implemented with the intent of manipulating the assets or liabilities that would be transferred to Issuer in connection with the Transactions). (b) Each of Transferor and the Purchased Entity has good and valid title to all of the Assets owned by Transferor that are Transferred Assets or owned by the Purchased Entity, as applicable, or valid and subsisting leases with respect to all of the Assets leased by Transferor that are Transferred Assets or leased by the Purchased Entity, except where the failure to have such good and valid title or valid leasehold interests would not, individually or in the aggregate, reasonably be expected to be materially adverse to Issuer or GPI, in each case subject to no Encumbrances, except for (i) Encumbrances expressly noted in the Transferred Business Summary Financial Statements; (ii) Encumbrances consisting of zoning or planning restrictions, (iii) Encumbrances consisting of easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the operations use of, such property as it is presently used in connection with the Transferred Business; (iv) Encumbrances for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP are reflected in the Transferred Business Summary Financial Statements; (v) mechanic’s, materialmen’s and similar Encumbrances arising in the ordinary course of Purchaser business or by operation of Law; and (vi) any conditions that are shown on the Purchaser Businesssurveys, taken as a wholetitle policies, Purchaser or its Subsidiaries have, or will have as of the Closing, good and valid title to, deeds or other legal rights such documents delivered by Transferor to possess and use, all of the assets, properties and rights Relating to the Purchaser Business Parent or owned, used on any Title Commitments or held Surveys obtained by Purchaser Issuer or any of its Subsidiaries, free and clear of any Liens other than Purchaser Permitted Liens. (b) Except GPI as set forth in Section 5.16(b5.7(a) of the Purchaser Parent Disclosure Letter and as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no respect to such assumption shall be made real property prior to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreementdate hereof (collectively, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closing“Permitted Encumbrances”). (c) Except as for (i) those real property leases or subleases set forth in Section 5.16(c3.20(c) of the Purchaser Parent Transferor Disclosure LetterSchedules and (ii) licenses or arrangements with suppliers pursuant to which suppliers have access to the Transferred Real Property, there are no material assetsTransferor, properties with respect to the Transferred Business, has not leased or rights that are used otherwise granted to any Person the right to use or held for use by Purchaser occupy the Transferred Real Property or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser)material portion thereof. (d) Purchaser The tangible personal property owned, leased or used in the Transferred Business that constitutes a Transferred Asset or an asset owned, leased or used by the Purchased Entity is, individually and in the aggregate, in all material respects, in good repair and operating condition, except for ordinary wear and tear and ordinary course maintenance and repair requirements. (e) Except for the matters that are the subject of the capital expenditures contemplated by Section 3.7(e) of the Transferor Disclosure Schedules, the buildings, plants, facilities and other improvements which are located on the Transferred Real Property (i) have been maintained in accordance with the policies used by Transferor generally in the conduct of its Subsidiaries businesses with respect to such maintenance, (ii) are notindividually and in the aggregate, or will not at Closing bein all material respects, directly or indirectlyin reasonable operating condition, engaged except for ordinary wear and tear and ordinary course maintenance and repair requirements, in any Purchaser Parent Retained Businesses, accordance with Transferor’s policies with respect to such operating condition used by Transferor generally in the conduct of its businesses and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating (iii) to the Purchaser Business Knowledge of Transferor, there is no material defect in such buildings, plants, facilities and other improvements (other than non-material including the structural elements thereof, the mechanical systems therein, the utility systems serving such premises or ministerial liabilities, assets, rights or propertiesthe roofs thereof).

Assets. (a) Except as otherwise provided in this Agreement or as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser BusinessTransferring Businesses and the Transferring Assets, taken as a whole, Purchaser or its Subsidiaries the Transferors have, or will have as of the Relevant Closing, good and valid title to, or other legal rights to possess and use, use the Transferred Assets and all of the assets, properties and rights Relating to assets comprising the Purchaser Business or owned, used or held by Purchaser or any of its SubsidiariesTransferred Businesses, free and clear of any Liens other than Purchaser Permitted Liens. (b) Except (i) as set forth in Section 5.16(bthe Disclosure Letter, (ii) of for the Purchaser Parent Disclosure Letter Excluded Services (as defined in the Transition Services Agreement), and (iii) as would not, individually or in the aggregate, materially impair the operations of Purchaser relevant Transferring Business or the Purchaser Business, taken as a whole relevant Transferring Assets (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Implementing Agreements have been obtained; provided, provided that no such assumption shall be made to the extent Purchaser GSK Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 3 of this Agreement), the relevant Transferring Businesses, together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser JVCo and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements Implementing Agreements, and the Purchaser Ancillary AgreementsTransaction Documents, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the any Relevant Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries the JVCo Group to conduct the Purchaser relevant Transferring Business as conducted as of the date of this Agreement and as of the Relevant Closing. (c) Except as set forth in Section 5.16(c) . For the avoidance of doubt, whether any relevant Transferring Business has all of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are asset either used or held for use by Purchaser or any Subsidiary of Purchaser in or necessary for the JVCo Group to conduct the relevant Transferring Business will be determined solely in respect of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser)that Transferring Business. (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except as otherwise provided in this Agreement or as would notTDY and the Transferred Subsidiaries, individually or in the aggregate, materially impair own, lease, license or have the operations of Purchaser or the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries havelegal right to use, or will have as of at or immediately prior to the Closing, good and valid title toown, lease, license or other have the legal rights right to possess and use, use all of the assets, properties and rights Relating to the Purchaser Business or owned, used or held by Purchaser or any of its Subsidiariesmaterial Tungsten Materials Assets, free and clear of any Liens all Encumbrances, other than Purchaser Permitted LiensEncumbrances; provided, that the foregoing shall not apply to Real Property and Intellectual Property, which are covered in Section 3.13 and Section 3.14, respectively. (b) Except The Tungsten Materials Assets, together with other Assets, the benefit of which will be provided to Buyer or one of its Subsidiaries pursuant to and subject to this Agreement or the Related Agreements, will constitute, as set forth of Closing, in Section 5.16(ball material respects all Assets (other than (i) Non-Transferable Permits, (ii) the services of Governmental Authorities or third party utility providers (and Assets of Governmental Authorities or third party utility providers related to the Purchaser Parent Disclosure Letter provision of such services) provided to the Tungsten Materials Business of a type generally provided by Governmental Authorities or third party utility providers to similarly situated Persons and as would not, individually or (iii) Excluded Shared Contracts) which are required for Buyer and its Subsidiaries to operate the Tungsten Materials Business substantially in the aggregate, materially impair manner in which it is conducted on the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtaineddate hereof; provided, that no such assumption shall be made the foregoing is subject to the extent Purchaser Parent is limitation that certain transfers, assignments, licenses, sublicenses, leases and subleases (as the case may be) of Actions, Assets, Contracts, Permits, Environmental Permits and any claim or right or benefit arising thereunder or resulting therefrom, may require the consent to transfer, assign, license, sublicense, lease or sublease (as the case may be) of a third party which has not been obtained, and that such matters are addressed in compliance with its obligations under Section 2.2 or Section 6.3 the Related Agreements and Sections 5.17 and 5.18 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closing. (c) Except as set forth in Section 5.16(c) None of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser). (d) Purchaser and its Transferred Subsidiaries are not, or will not at Closing be, directly or indirectly, is engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (business other than non-material or ministerial liabilities, assets, rights or properties)the Tungsten Materials Business.

Assets. (a) Except as otherwise provided Such Contributed Subsidiary owns (and in this Agreement or as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries have, or will have as of the Closing, which case has good and valid title to, or other legal rights to possess and use, all of the assets, properties and rights Relating to the Purchaser Business or owned, used or held by Purchaser or any of its Subsidiariesmarketable title, free and clear of any Liens all Liens, other than Purchaser Permitted Liens, to), leases (and in which case has a valid leasehold interest, free and clear of all Liens, other than Permitted Liens, to) or has the legal and valid right to use all of its Assets. (b) Except as set forth in Section 5.16(b) of Each Contributed Subsidiary’s Assets, together with any Shared Assets and the Purchaser Parent Disclosure Letter Assets and as would not, individually or in services to be made available to any such Contributed Subsidiary pursuant to the aggregate, materially impair other Transaction Documents (including the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this applicable Transition Services Agreement and Intellectual Property to be licensed or to which access is otherwise provided under the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this applicable IP License Agreement), together with the benefitsinclude: (i) all Manufacturing Assets, services, assets, licenses, sublicenses computers and other rights electronic data processing equipment, fixtures, furniture, motor vehicles and benefits to be provided to Purchaser other transportation equipment and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closingother tangible personal property that, in the aggregate, constitute all of the assets either used in or are sufficient and necessary for Purchaser such Contributed Subsidiary to continue immediately after the Closing to operate such Contributed Subsidiary’s Business in a manner substantially similar to the manner in which it is currently operated in all material respects (except as otherwise contemplated by the Transaction Documents), which tangible personal property is, in all material respects (1) in good operating condition and its Subsidiaries repair, (2) adequate for the uses to which it is being put, and (3) not in need of maintenance or repairs except for ordinary, routine maintenance and repairs; (ii) assuming that any required Consents have been obtained, all Governmental Approvals, in the aggregate, that are sufficient and necessary for such Contributed Subsidiary to continue immediately after the Closing to operate such Contributed Subsidiary’s Business in a manner substantially similar to the manner in which it is currently operated in all material respects (except as otherwise contemplated by the Transaction Documents); (iii) Intellectual Property that is sufficient and necessary for such Contributed Subsidiary to continue immediately after the Closing to operate such Contributed Subsidiary’s Business in a manner substantially similar to the manner in which it is currently operated in all material respects (except as otherwise contemplated by the Transaction Documents or with respect to any non-transferred software contemplated by Section 5.18); and (iv) in the aggregate, all Assets sufficient and necessary for such Contributed Subsidiary to continue immediately after the Closing to conduct such Contributed Subsidiary’s Business in a manner substantially similar to the Purchaser Business as conducted manner in which it was operated as of the date of this Agreement and in all material respects (except as of otherwise contemplated by the ClosingTransaction Documents). (c) Except as set forth in Section 5.16(c) As of the Purchaser Parent Disclosure LetterClosing, there are no material assets, properties or rights that are used or held for use by Purchaser or any Contributed Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are not, or will not at Closing bebe involved, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (business other than non-material or ministerial liabilities, assets, rights or properties)the Business.

Assets. (a) Except The Company and its Subsidiaries own, lease or have the right to use all the properties and assets necessary for or used or held for use in the conduct of their respective businesses or otherwise owned, leased or used by the Company or any of its Subsidiaries (all such properties and assets being referred to as otherwise provided in this Agreement or the “Assets”), except as would notnot reasonably be expected to have, individually or in the aggregate, materially impair a Company Material Adverse Effect. Each of the operations Company and its Subsidiaries has good title to, or in the case of Purchaser leased or subleased Assets, valid and subsisting leasehold interests in, all of the Purchaser BusinessAssets, taken as free and clear of all Liens, except for Permitted Liens and defects in title or leasehold interests that would not reasonably be expected to have, individually or in the aggregate, a wholeCompany Material Adverse Effect. Section 2.14 of the Company Disclosure Schedule contains a complete and correct list of all real property and improvements which are leased, Purchaser licensed or otherwise occupied by the Company or its Subsidiaries have, or will have as of the Closingdate hereof (“Leased Assets”), as lessee, sub-lessee, licensee or sub-licensee, and the Company and its subsidiaries do not lease, license or otherwise occupy, as lessee, sub-lessee, licensee or sub-licensee, any real property or improvements other than the Leased Assets. Each such document granting the Company or its Subsidiaries its right, title or interest in the Leased Assets is valid without default or breach thereunder by the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, the grantor of such right, title or interest in the Leased Property other than such breaches and/or defaults as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) To the extent in the possession and control of the Company or its Subsidiaries, the Company has, to its knowledge, made available to Parent and Merger Sub prior to the date hereof complete and accurate copies of all existing vesting deeds, title policies, surveys, leases, subleases, licenses to any real property, and all other material documents, instruments and agreements in connection with the title, ownership, use and/or possession of the Assets. (c) The Company and its Subsidiaries have good and valid title to, or other legal valid and enforceable rights to possess use under existing deeds, franchises, easements or licenses, or valid and useenforceable leasehold interests in, all of the assetsits tangible personal properties, properties rights and rights Relating assets necessary to the Purchaser Business or ownedcarry on their businesses as now being conducted, used or held by Purchaser or any of its Subsidiaries, free and clear of any Liens other than Purchaser Permitted Liens. (b) Except as set forth in Section 5.16(b) of the Purchaser Parent Disclosure Letter and as would notexcept for such defects that, individually or in the aggregate, materially impair would not reasonably be expected to have a Company Material Adverse Effect, applying customary standards in the operations of Purchaser or the Purchaser Businesssteel industry. All such tangible personal properties, taken as a whole (assuming all consents rights and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licensesother than properties, sublicenses and other rights and benefits assets in which the Company has a leasehold interest, are free and clear of all Liens, except for Permitted Liens and defects in title or leasehold interests that would not reasonably be expected to be provided to Purchaser and its Subsidiaries pursuant to this Agreementhave, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, individually or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closinga Company Material Adverse Effect. (c) Except as set forth in Section 5.16(c) of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. At the Closing and except as otherwise specifically provided in this Section 2.1, upon and subject to the terms and conditions of this Agreement, the Sellers shall grant, sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase from the Sellers, all right, title and interest of the Sellers in and to (a) Except as otherwise provided in this Agreement or as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken Business as a wholegoing concern, Purchaser or its Subsidiaries have, or will have as of the Closing, good and valid title to, or other legal rights to possess and use, (b) all of the assets, properties and rights Relating to of the Purchaser Business or owned, Sellers used or held by Purchaser or any for use primarily in the Business, of its Subsidiariesevery kind and description, real, personal and mixed, tangible and intangible, wherever situated (which Business, name, goodwill, assets, properties and rights are herein sometimes called the “Assets”), free and clear of all Liens of any Liens other than Purchaser nature whatsoever except for the Permitted Liens. (b) Except as set forth in Section 5.16(b) of the Purchaser Parent Disclosure Letter and as would notEncumbrances, individually or in the aggregateincluding, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreementwithout limitation, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closing. (c) Except as set forth in Section 5.16(c) of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are items used or held for use by Purchaser or any Subsidiary of Purchaser or necessary for primarily in the conduct of Business: (a) all machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods, and other Personal Property; (b) all Real Property Leases and all Personal Property Leases; (c) all prepaid items, unbilled costs and fees, and accounts, notes and other receivables included in Current Assets as set forth on the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser).Final Closing Date Balance Sheet; (d) Purchaser all supplies, inventories, office equipment and its Subsidiaries are notother supplies; (e) to the extent transferable and subject to Section 10.4 in that regard, all rights under any Contract, Lease, plan, instrument, registration, certificate of occupancy, Permit, Environmental Permit, or will not at Closing be, directly or indirectly, engaged in approval of any Purchaser Parent Retained Businesses, and do notnature, or will not at Closingother document, hold and are notcommitment, arrangement, undertaking, or will not at Closing bepractice (excluding employment-related agreements) and any accrued benefit (deferred cost or unbilled account receivable) which results from performance under the terms of such Contract (the “Assumed Contracts”); (f) all pending insurance claims, subject to any Purchaser Parent Retained Liability including rights and proceeds, arising from or assets, properties and rights not relating to the Purchaser Assets or the Assumed Liabilities (as defined below) prior to Closing but only to the extent a loss related to such claim is not reflected in a specific reduction in the value of Current Assets as set forth on the Final Closing Date Balance Sheet; (g) all Intellectual Property; (h) all content/data and collections of content/data (e.g. data bases and websites used in the Business or under development); (i) all FS Tech Software (including documentation and related object and source codes) currently used, or in development for use, by the Sellers as part of the Business, and all other than non-software used or held for use primarily in the operation of the Business, including but not limited to the software listed in Schedule 2.1(i); (j) all rights under express or implied warranties relating to the Assets; (k) all Claims of the Sellers against third parties relating to the Assets; (l) all Current Assets; (m) except as is contemplated by Section 2.2(j), the corporate names set forth on Schedule 1 and all goodwill associated therewith; (n) all telephone and fax numbers; (o) all books and records relating to the Assets and the Business except to the extent required by Law or otherwise specifically excluded under Section 2.2; (p) all bank accounts of the Business, a list of which is set forth in Schedule 3.11; and (q) all information, files, records, data, plans, contracts and recorded knowledge, including customer and supplier lists, related to the foregoing. Schedule 2.1(r) sets forth a list of all material or ministerial liabilitiesAssets located at the University Park, assetsIllinois facility, rights or properties)all of which shall constitute Assets hereunder except to the extent identified on Schedule 2.2(k) as an Excluded Asset.

Assets. All material assets and properties of the Transferred Business (a) Except as otherwise provided excluding any Intellectual Property, IT Systems and Personal Information included therein, which are the subject of the representations and warranties set forth in this Agreement or as would notSection 4.14), individually or are in good operating condition and repair, normal wear and tear excepted, and are useable in the aggregateOrdinary Course. Subject to the immediately following sentence, materially impair the operations of Purchaser or the Purchaser BusinessTransferred Assets, taken as a whole, Purchaser or its Subsidiaries have, or will have as of together with the Closing, good and valid title to, or other legal rights to possess and use, all of the assets, properties and rights Relating to the Purchaser Business or owned, used or held by Purchaser or any of its Subsidiaries, free and clear of any Liens other than Purchaser Permitted Liens. (b) Except as set forth in Section 5.16(b) of the Purchaser Parent Disclosure Letter and as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement Transferred Companies and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses licenses and other rights and benefits services to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, under the Ancillary Agreements and the Purchaser Ancillary AgreementsDocuments, the constitute all material assets, properties and rights owned, or leased of Seller and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser by Seller and its Subsidiaries to provide the ILEC Services (and to conduct the Purchaser business related thereto), as provided as of the date of the Agreement or immediately prior to the Closing, and constitute all assets of Seller and its Subsidiaries that are necessary or material to the conduct and operation immediately after the Closing of the business conducted by the Transferred Business substantially in the same manner as conducted by Seller and its Subsidiaries as of the date of this Agreement and as of the Closing. . Notwithstanding the foregoing, it is understood and agreed that: (ci) Except the Transferred Companies may not have those assets, properties, rights or services listed or described on Seller Schedule 4.17, which may be used as of the date of this Agreement or immediately prior to the Closing by Seller and its Subsidiaries to provide the ILEC Services, (ii) the Excluded Assets may be used as of the date of this Agreement or immediately prior to the Closing by the Seller and its Subsidiaries to provide the ILEC Services, (iii) certain licenses and services to be provided under the Ancillary Documents, which licenses and services may be used as of the date of this Agreement or immediately prior to the Closing by the Transferred Companies to provide the ILEC Services, are being provided for only a limited period of time following the Closing, (iv) the immediately preceding sentence assumes the receipt of all necessary authorizations, approvals, consents or waivers required by Law, Governmental Entities or other third Persons in connection with the transactions contemplated by this Agreement and the Ancillary Documents and (v) this Section 4.17 does not constitute a representation or warranty regarding infringement, misappropriation or other violation of any Intellectual Property of any Person by the conduct of the Transferred Business, which is the subject of the representation and warranty set forth in Section 5.16(c) 4.14(c). The ILEC Services constitute all of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use services provided by Purchaser or any Subsidiary the Transferred Companies to customers on the date of Purchaser or necessary for the conduct of the Purchaser Business this Agreement and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating immediately prior to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties)Closing.

Assets. (a) Except as otherwise provided in this Agreement or as would not, individually or in the aggregate, materially impair reasonably be expected to be material to the operations of Purchaser or the Purchaser Business, Ardagh Business (taken as a whole), Purchaser the Ardagh Purchased Entities own, lease, license or its Subsidiaries have, or will have as of the Closing, good and valid title to, or other legal rights right to possess and use, use all of tangible assets used in the assets, properties and rights Relating to the Purchaser Business or owned, used or held by Purchaser or any of its SubsidiariesArdagh Business, free and clear of any Liens Encumbrances (other than Purchaser Permitted LiensEncumbrances), and such assets are in working order and repair (subject to ordinary wear and tear); provided that the foregoing shall not apply to real property or Intellectual Property, which are covered by Sections ‎3.12 and ‎3.13. (b) Except as set forth in Section 5.16(b) of Taking into account the Purchaser Parent Disclosure Letter rights granted to NewCo and as would not, individually or in its Affiliates following the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by Closing under this Agreement and the Ancillary Related Agreements have been obtained; provided, that no such assumption shall be made to (including the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits services to be provided to Purchaser performed by Ardagh and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will Affiliates thereunder following the Closing), in on the aggregateClosing Date, the assets owned, leased or licensed by the Ardagh Purchased Entities and the rights granted or services to be performed under the Related Agreement will constitute all of the assets either assets, rights, title, interest and properties (i) that are owned, beneficially or of record, held or controlled by Ardagh or its Affiliates immediately prior to the Closing and that are primarily used in in, held for use in, or related to the Ardagh Business and (ii) necessary for Purchaser NewCo and its Subsidiaries (including the Ardagh Purchased Entities) to conduct operate the Purchaser Ardagh Business substantially in the manner in which it is conducted on the date hereof and as it will be conducted as of immediately prior to the date of this Agreement Closing and as of reflected in the ClosingArdagh Combined Interim Financial Statements. (c) Except as set forth in Section 5.16(cNo director or officer, or to the Knowledge of Ardagh, employee of Ardagh or any of its Affiliates, or any member of such Person’s immediate family, (i) owes any significant amounts to, or is owed any significant amounts by the Ardagh Business, (ii) has any material claim or cause of action against any of the Purchaser Parent Disclosure LetterArdagh Purchased Entities or the Ardagh Business, there are no or (iii) owns any material assetsproperty or right, properties tangible or rights intangible (including Intellectual Property), that are is used or held for use by Purchaser in connection with or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating that relates to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties)Ardagh Business.

Assets. (a) Except as otherwise provided in this Agreement Each Asset Selling Corporation owns, leases or as would not, individually has the legal right to use all of its Conveyed Assets. Each Asset Selling Corporation has good title to (or in the aggregatecase of leased Conveyed Assets, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole, Purchaser or valid leasehold interests in) all its Subsidiaries have, or will have as of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets, properties and rights Relating to the Purchaser Business or owned, used or held by Purchaser or any of its Subsidiaries, Conveyed Assets free and clear of any all Liens other than Purchaser except for Permitted LiensEncumbrances. (b) Except as set forth in Section 5.16(b) To the Knowledge of the Purchaser Parent Disclosure Letter and as would notParent, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Purchaser Parent sufficient liquidity is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided available to Purchaser and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, a sufficient workforce of employees is employed by Purchaser or its Subsidiaries do and will following after the Closing, (i) the Conveyed Assets (with the Excluded Assets that are used in the aggregateBusiness), as of the date hereof and those assets used by the Business that are to be retained by Parent and its Affiliates but used to provide services and products to Purchaser pursuant to the Transition Agreement (assuming performance by Purchaser under such agreement) constitute all of the properties, assets either used in or necessary for Purchaser and its Subsidiaries rights sufficient to conduct the Purchaser Business in all material respects as conducted as of the date of this Agreement (except for changes in the Business contemplated by the Transition Agreement) and (ii) the Conveyed Assets include all of the manufacturing equipment of the Asset Selling Corporations necessary to manufacture the Her Option Cryoablation Console No. CGI and Disposable Control Unit No. CU1 in all material respects as contemplated pursuant to the Production Plan set forth in the Transition Agreement other than general use assets of the Asset Selling Corporations (such as furniture, fixtures, computers, lab equipment, clean room facilities and related equipment, material transfer equipment, and inventory management and storage equipment). Notwithstanding the foregoing, this Section 3.12(b) is not intended to provide, and does not provide, any representations or warranties regarding (A) any future results or success of the Business following the Closing, (B) any anticipated or actual future operating or financial performance of the Business and/or the Purchaser following the Closing, (C) the availability or sufficiency of any insurance for the benefit of the Business and/or (D) the sufficiency of the Conveyed Assets for any period following the effectiveness of the Closing. (c) Except as set forth in Section 5.16(c) of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except as otherwise provided in this Agreement or as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries have, or will have as of the Closing, Each Acquired Company owns good and valid marketable title to, or other legal rights to possess and use, all of the assets, properties and rights Relating to the Purchaser Business or owned, used or held by Purchaser or any of its Subsidiariesa valid leasehold interest in, free and clear of any all Liens other than Purchaser Permitted Liens, all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) which are shown on the Latest Balance Sheet, or which have been acquired by such Acquired Company thereafter, except for personal property and assets sold since the date of the Latest Balance Sheet in the Ordinary Course of Business. Neither the Parent nor any of its Subsidiaries (except Acquired Companies) owns any properties or assets (whether real, personal, or mixed and whether tangible or intangible) which are used in the business of any of the Acquired Companies. The Assigned Contracts Schedule included in the Disclosure Letter contains a true, complete and correct list of all contracts, agreements, arrangements and understandings to which the Parent or Affiliates of the Parent (other than the Acquired Companies) are a party which primarily relate to the business of the Acquired Companies as conducted in the ordinary course, except those such contracts, agreements, arrangements and understandings which exclusively relate to the business of the Acquired Companies. (b) Except as set forth in Section 5.16(b) The buildings, machinery, equipment, personal properties, vehicles, and other tangible assets of the Purchaser Parent Disclosure Letter Acquired Companies (other than the TH JV's), and as would notto the knowledge of the Parent, individually the TH JV's, located upon or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required used in connection with the consummation Real Property are operated in conformity in all material respects with all applicable laws and regulations and are usable in the Ordinary Course of Business. The Acquired Companies (other than the TH JV's), and to the knowledge of the transactions contemplated by this Agreement Parent, the TH JV's, own, license under valid licenses or lease under valid leases all buildings, machinery, equipment, and other tangible assets, other than Cash (except for equity securities of the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this AgreementAcquired Companies), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closing. (c) Except as set forth in Section 5.16(c) of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser)their business as currently conducted. (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except as otherwise provided in this Agreement or as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries have, or will have as of the Closing, The Seller has good and valid title to, or, in the case of leased, subleased, licensed or sublicensed Purchased Assets (other legal rights to possess than the Software), valid and usesubsisting leasehold or license interests, as the case may be, in, all of the assets, properties and rights Relating to the Purchaser Business or owned, used or held by Purchaser or any of its SubsidiariesPurchased Assets, free and clear of any Liens other than Purchaser Encumbrances, except Permitted LiensEncumbrances. To the knowledge of the Seller, the Seller has valid and subsisting licenses for the Software licensed to the Seller, free and clear of any Encumbrances, except for Permitted Encumbrances and licenses of Publicly Available Software. (b) Except as set forth in on Section 5.16(b) 3.18 of the Disclosure Schedules, the Purchased Assets constitute all the properties, assets and rights that are necessary to conduct the Business as currently conducted by the Seller. The Purchased Assets constituting Tangible Personal Property are in good operating condition, ordinary wear and tear excepted. (c) The Seller has the complete and unrestricted power and unqualified right to sell, assign, transfer, convey and deliver the Purchased Assets owned by Seller to the Purchaser Parent Disclosure Letter without penalty. Upon the consummation of the Closing, the Purchaser will own with valid good title or lease or license under valid and as would not, individually subsisting leases or licenses the interests of the Seller in the aggregatePurchased Assets, materially impair the operations free and clear of Purchaser or the Purchaser Businessany Encumbrances, taken except for Permitted Encumbrances, and without incurring any penalty as a whole (assuming all consents and Approvals as may be required in connection with result of, or arising from, the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closing. (c) Except as set forth in Section 5.16(c) of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser such penalty arising from or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are notrelating to facts, events or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not circumstances specifically relating to the Purchaser Business (other than non-material Purchaser, Parent or ministerial liabilities, assets, rights or properties)their respective Affiliates.

Assets. (a) Except as otherwise provided There are no properties or assets used, held for use or usable by the Seller in this Agreement the Business valued in excess of $1,000 which are not set forth on the Schedules hereto and, except for contemplated additions or as would not, individually or deletions in the ordinary course of business that are not material in the aggregate, materially impair the operations Assets include all properties and assets the ownership, holding or use of Purchaser or which is necessary for the performance by the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries have, or will have as of any Assumed Liability and the lawful conduct of the Closing, Business. (b) The Seller has good and valid marketable title to, or other legal rights to possess and use, all of the assets, properties and rights Relating to the Purchaser Business or owned, used or held Assets owned by Purchaser or any of its Subsidiariesit, free and clear of any Lien except (i) the lien of property taxes not delinquent, and (ii) the Liens listed on the Schedules hereto. The Seller is the sole and exclusive owner of all of the Assets, other than those listed on the Schedules hereto as being leased, licensed or otherwise used by the Seller, and, except as disclosed on the Schedules hereto, the Seller does not use any of the Assets by the consent of any other person and is not required to make any payments to others with respect to the Assets. To the best knowledge of the Seller and the Stockholders after due inquiry, the Seller has the right to use all of the Assets leased, licensed or otherwise used by it. Upon the Closing, the Purchaser Permitted will indefeasibly own and hold good and marketable title to the Assets owned by the Seller, free and clear of all Liens (except for any Surviving Liens) of any nature whatsoever, whether such Liens are now existing or perfected or at any time hereafter arise or become perfected pursuant to any Law, Contract or otherwise, and the Purchaser will have the right to use all of the Assets leased, licensed or otherwise used by the Seller. (bc) Except as set forth in Section 5.16(b) of All leases, subleases, licenses and other Contracts which are being transferred to the Purchaser Parent Disclosure Letter and as would notat the Closing will be, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with upon the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, in good standing, valid and effective and grant the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closing. (c) Except as set forth in Section 5.16(c) of the Purchaser Parent Disclosure Letter, there are no material assets, properties leasehold estates or rights that are used of occupancy or held for use by Purchaser or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser)they purport to grant. (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (ai) Except as otherwise provided would not be reasonably likely to have a Company Material Adverse Effect and except for Company Permitted Liens and Encumbrances (as defined below), the Company and/or its Subsidiaries have good and valid title to all personal property (including, without limitation, Company Investment Assets (as defined below)) that was carried as an asset on the Company's financial statements in the 1996 10-K or acquired in the ordinary course of business since December 31, 1996, other than with respect to those assets which have been disposed of in the ordinary course of business or redeemed in accordance with their terms since such date or with respect to statutory deposits which are subject to certain restrictions on transfer. As used in this Agreement Agreement, "COMPANY PERMITTED LIENS AND ENCUMBRANCES" means, as to any assets or property, any (i) liens or encumbrances securing taxes, assessments or other governmental charges which are not yet due and payable or which are being diligently contested in good faith by appropriate proceedings if adequate reserves have been established in accordance with U.S. GAAP or the statutory accounting principles and practices prescribed or permitted by the insurance department of the state of domicile of a Company Insurance Company as appropriate, or, in the case of mortgage loans, funds are held in escrow sufficient to discharge such liens or the borrower has posted a bond in the amount of such lien, (ii) liens or encumbrances imposed by law or incurred in the ordinary course of business with respect to the claims of materialmen, mechanics, carriers, warehousemen, landlords and other Persons which (A) are not yet due and payable and which do not materially detract from the value of such property or assets or materially impair the use thereof by the Company and its Subsidiaries in the operation of their respective businesses, or (B) are being diligently contested in good faith and by proper proceedings if adequate reserves have been established with respect thereto in accordance with U.S. GAAP or the statutory accounting principles and practices prescribed or permitted by the insurance department of the state of domicile or "commercial domicile" of a Company Insurance Company, as appropriate, and (iii) liens and encumbrances that would not, individually or in the aggregate, materially impair be reasonably likely to have a Company Material Adverse Effect. As used in this Agreement "COMPANY INVESTMENT ASSETS" means bonds, stocks, mortgage loans or other investments that are carried on the operations of Purchaser or the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries have, or will have as books and records of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets, properties and rights Relating to the Purchaser Business or owned, used or held by Purchaser or any of its Subsidiaries, free and clear of any Liens other than Purchaser Permitted Liens. (b) Except as set forth in Section 5.16(b) of the Purchaser Parent Disclosure Letter and as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement Company and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the ClosingCompany Insurance Companies. (c) Except as set forth in Section 5.16(c) of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except as otherwise provided in this Agreement or as would notset forth on Schedule 3.11(a), individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries have, or will Companies have as of the Closing, good and valid marketable title to, or other legal rights to possess and usevalid leasehold interests in, all properties and assets used by them, located on their premises or reflected as owned in the books and records of the assetsCompanies, including all assets and properties shown in the Audited Financial Statements and rights Relating to the Purchaser Business Latest Balance Sheet or owned, used or held by Purchaser or any of its Subsidiariesacquired after the dates thereof, free and clear of any all Liens (other than Purchaser properties and assets disposed of for fair consideration in the ordinary course of business since the dates of such balance sheets and except for Liens disclosed on such balance sheets (including any notes thereto) and Liens for current property taxes not yet due and payable, and Permitted Liens). The Companies own, have a valid leasehold interest in or have the valid and enforceable right to use, in each case free and clear of all Liens (other than Permitted Liens) all assets necessary for the conduct of their business, other than assets necessary for the provision of services that are the subject to the Transition Services Agreement. Subject to ordinary repairs and maintenance, and normal wear and tear arising in the ordinary course of business, the condition and repair of the real and personal property of the Companies and their Subsidiaries utilized in the conduct of the Companies’ and such Subsidiaries’ business are presently sufficient to allow the conduct of the ordinary business of the Companies and their Subsidiaries as presently conducted. All of the Companies’ and their respective Subsidiaries’ assets utilized in the conduct of the Companies’ and their Subsidiaries’ business have been maintained in a manner consistent with the past practices of the Companies and their Subsidiaries and all scheduled maintenance has been performed (with such derivations therefrom as are consistent with past practices). (b) Except as set forth in Section 5.16(b) on Schedule 3.11(b), none of the Purchaser Parent Disclosure Letter Companies nor any of their Subsidiaries owns or has owned any real property since 1975 (c) Schedule 3.11(c) attached hereto contains a complete list of all leases effective as of the Closing for all leasehold or subleasehold estates and all other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interests in real property held by either Company or any of their Subsidiaries including, for the avoidance of doubt, the New Leases and excluding, for the avoidance of doubt, the leases replaced by the New Leases (collectively, the “Realty Leases”). The Companies have a valid leasehold interest in each Leased Real Property, subject only to Permitted Liens. The Companies have delivered to Buyer’s special counsel complete and accurate copies of each of the Realty Leases. Except as disclosed on Schedule 3.11(c), with respect to each Realty Lease: (i) the Realty Lease is legal, valid, binding, enforceable and in full force and effect; (ii) none of the Companies nor any of their Subsidiaries nor, to the Knowledge of the Companies, any other party to the Realty Lease is in breach or default, and no event has occurred which, with notice or lapse of time or both, would notconstitute such a breach or default or permit termination, individually modification or acceleration under the Realty Lease; (iii) the Realty Lease has not been modified, except to the extent that such modifications are disclosed by the lease documents delivered to Buyer; (iv) none of the Companies nor any of their Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole Realty Lease and (assuming all consents and Approvals as may be required in connection with the consummation of v) the transactions contemplated by this Agreement do not require the consent of any other party to such Realty Lease, will not result in the breach or default under such Realty Lease, and the Ancillary Agreements have been obtained; provided, that no will not otherwise cause such assumption shall be made Realty Lease to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits cease to be provided to Purchaser legal, valid, binding or enforceable and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements in full force and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will effect on identical terms following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closing. (c) Except as set forth in Section 5.16(c) of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except as otherwise provided in this Agreement Seller owns, licenses or as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries have, or will have as of the Closing, good and valid title to, or other legal rights to possess and use, leases all of the assetsAcquired Assets and all such assets (i) are reflected on the Balance Sheet (except for assets held under capitalized leases disclosed in Schedule 3.7(a) and personal property sold since the date of the Balance Sheet in the Ordinary Course of Business), properties and rights Relating to or (ii) have been purchased or otherwise acquired by Seller since the Purchaser Business or owned, used or held by Purchaser or any date of its Subsidiaries, free and clear the Balance Sheet in the Ordinary Course of any Liens other than Purchaser Permitted LiensBusiness. (b) Except as set forth in Section 5.16(b) Schedule 3.7(b), Seller owns and has good and marketable title to all of the Purchaser Parent Disclosure Letter Acquired Assets free and clear of any and all Liens. (c) Other than the Acquired Assets, the Excluded Assets and the Leased Property (as would notdefined in Section 3.8) and except as set forth in Schedule 3.7(c), individually Seller does not own, lease or license any assets used, or held for use, in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation of Business. Other than the transactions contemplated by this Agreement Leased Property and the Ancillary Agreements have been obtained; providedExcluded Assets, that no such assumption shall be made to the extent Purchaser Parent is Seller does not use or hold for use in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together connection with the benefits, services, assets, licenses, sublicenses and Business any assets owned by any other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this AgreementPerson. (d) Other than the Excluded Assets, the Ancillary Agreements Acquired Assets and the Purchaser Ancillary Agreements, Leased Property (i) constitute all of the assets, properties tangible and rights ownedintangible, or leased and licensed from third partiesof any nature whatsoever, by Purchaser or its Subsidiaries do and will following necessary to operate the Closing, Business in the aggregatemanner presently operated by Seller, (ii) include all of the operating assets of Seller, and (iii) constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct continue the Purchaser operations of the Business after the Closing as it has been conducted as of prior to the date of this Agreement and as of the ClosingAgreement. (ce) Except as set forth in Section 5.16(cSchedule 3.7(e) lists the location of the Purchaser Parent Disclosure Letterall Inventory, there are no material assetsequipment, properties or rights that are used or held for use by Purchaser or any Subsidiary leasehold improvements and other tangible assets of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser)Seller. (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except as otherwise provided in On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as would notif it were an original party thereto, individually and the transferor Lender shall be released from any further obligations with respect to the Outstanding Credit Exposure assigned to such Purchaser without any further consent or in action by the aggregateBorrower, materially impair USI, the operations of Purchaser Lenders or the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries have, or will have as Agent. In the case of the Closing, good and valid title to, or other legal rights to possess and use, an assignment covering all of the assetsassigning Lender’s rights, properties benefits and rights Relating obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the Purchaser Business or ownedbenefits of, used or held by Purchaser or any and subject to, those provisions of its Subsidiaries, free and clear of any Liens other than Purchaser Permitted Liens. (b) Except as set forth in Section 5.16(b) of the Purchaser Parent Disclosure Letter and as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, other Loan Documents which survive payment of the Obligations and termination of the Loan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that no such assumption does not comply with this Section 12.3 shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 treated for purposes of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other Agreement as a sale by such Lender of a participation in such rights and benefits obligations in accordance with Section 12.2. Upon the consummation of any assignment to be provided to a Purchaser and its Subsidiaries pursuant to this AgreementSection 12.3.3, the Ancillary Agreements transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser Ancillary Agreementsdesires that its Revolving Loans be evidenced by Notes, make appropriate arrangements so that, upon cancellation and surrender to the assetsBorrower of the Notes (if any) held by the transferor Lender, properties new Notes or, as appropriate, replacement Notes are issued to such transferor Lender, if applicable, and rights ownednew Notes or, or leased and licensed from third partiesas appropriate, by Purchaser or its Subsidiaries do and will following the Closingreplacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments (or, if the aggregateFacility Termination Date has occurred, constitute all of their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment. Each Purchaser shall not be entitled to receive any greater payment under Section 3.5 than the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closingtransferor Lender would have received had such transfer not occurred. (c) Except as set forth in Section 5.16(c) of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (ai) Except as otherwise provided in this Agreement or as would not, individually or Each tangible asset included in the aggregateCLI Assets is free from material defects, materially impair has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear and obsolescence) and is suitable for the operations of Purchaser or the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries have, or will have as purposes for which it presently is used. (ii) Section 3.05(e)(ii) of the ClosingDisclosure Schedule sets forth a true, good correct and valid title tocomplete list of all claims, or other legal rights liabilities, liens, pledges, charges, encumbrances and equities of any kind affecting the CLI Assets (collectively, ("Encumbrances"). CLI is, immediately prior to possess the CLI Contribution, the true and use, all lawful owner of the assets, properties and rights Relating to the Purchaser Business or owned, used or held by Purchaser or any of its SubsidiariesCLI Assets, free and clear of all Encumbrances of any Liens other than Purchaser Permitted Liens. (b) Except kind the, except as set forth in on Section 5.16(b3.05(e)(ii) of the Purchaser Parent Disclosure Letter and as would not, individually or in Schedule (the aggregate, materially impair "Permitted Encumbrances"). The delivery by CLI to the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation LLC of the transactions instruments of transfer of ownership contemplated by this Agreement will vest good and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made marketable title to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, CLI Assets in the aggregateLLC, constitute free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever, except for the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the ClosingPermitted Encumbrances. (ciii) Except as set forth in Section 5.16(c3.05(e)(iii) of the Purchaser Parent Disclosure LetterSchedule sets forth (i) a list of all items of tangible personal property included in the CLI Assets, there including items not previously owned by CLI but in the possession of or used in the business of CLI (the "Personal Property"), other than individual assets which are no not material assetsto the business of CLI, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or necessary for the conduct and (ii) a description of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businessesowner of, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not agreement relating to the Purchaser Business use of, each item of Personal Property in the possession of, but not owned by, CLI and the circumstances under which such Personal Property is used. Each item of Personal Property not owned by CLI is in such condition that upon the return of such property to its owner in its present condition at the end of the relevant lease term or as otherwise contemplated by the applicable agreement between CLI and the owner or lessor thereof, the obligations of CLI (other than non-material or ministerial liabilities, assets, rights its successor) to such owner or properties)lessor will be discharged.

Assets. (a) Except as otherwise provided in this Agreement The Seller owns, leases or as would nothas, individually and on the Closing Date the Company shall own, lease or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries have, or will have as the legal right to use the Assets and, with respect to contract rights included within the Assets, is a party to and enjoys the right to the benefits of the Closingall contracts, agreements and other arrangements. The Seller has good and valid marketable title to, or, in the case of leased or other legal rights to possess subleased Assets, valid and usesubsisting leasehold interests in, all of the assets, properties and rights Relating to the Purchaser Business or owned, used or held by Purchaser or any of its SubsidiariesAssets, free and clear of any Liens other than Purchaser all Encumbrances except Permitted LiensEncumbrances. (b) Except as set forth Subject to obtaining all necessary third party consents listed in Section 5.16(b2.19(b) of the Purchaser Parent Disclosure Letter Schedule, the Seller has the complete and as would notunrestricted power and unqualified right to sell, individually or in assign, transfer, convey and deliver the aggregate, materially impair Assets to the operations of Purchaser or Company and the Membership Interests to the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with without penalty or other adverse consequences. Following the consummation of the transactions contemplated by this Agreement, the Assignment and Assumption Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to and the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 execution of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to instruments of transfer contemplated by this Agreement, the Assignment and Assumption Agreement and the Ancillary Agreements and subject to the Seller's obtaining all such third party consents, the Purchaser will own, with good, valid and marketable title, or lease, under valid and subsisting leases, or otherwise acquire the Membership Interests and all interests of the Seller in the Assets, free and clear of any Encumbrances, other than Permitted Encumbrances, and without incurring any material penalty or other material adverse consequence, including, without limitation, any increase in rentals, royalties, or license or other fees imposed as a result of, or arising from, the consummation of the transactions contemplated by this Agreement, the Assignment and Assumption Agreement and the Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closing. (c) Except as set forth in Section 5.16(c) The Assets constitute all the properties, assets and rights of the Purchaser Parent Disclosure LetterSeller forming a part of, there used, held or intended to be used in, and all such properties, assets and rights of the Seller as are no necessary in any material assets, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or necessary respect for the conduct of, the Component Business as of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser)Closing Date. (d) Purchaser The representations and its Subsidiaries are notwarranties contained in subsections (a), or will (b) and (c) of this Section 2.19 do not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold extend to and are not, or will not at Closing be, subject otherwise made without respect to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties)Intellectual Property.

Assets. (a) Except The Company owns and has good title or has the right ------ to use all the Business Assets and Secondary Assets (except as may be disposed of in the ordinary course of business after the date hereof and in accordance with this Agreement), in each case free and clear of any and all Encumbrances. The Business Assets and the Secondary Assets, taken as a whole, constitute all the properties and assets used or held for use in connection with, necessary for the conduct of or otherwise provided material to the Inkjet Business as reasonably conducted and as conducted during the past twelve months (except inventory sold, cash disposed of, accounts receivable collected, prepaid expenses realized, contracts fully performed, and properties or assets replaced by equivalent or superior properties or assets, in this Agreement each case in the ordinary course of business). There are no assets or properties used in the operation of the Inkjet Business and owned by any Person other than the Company that will not as would notof the Closing Date be leased or licensed to Purchaser under valid, current leases or license arrangements. The Business Assets and Secondary Assets are in all material respects adequate for the purposes for which such assets are currently used or are held for use, and are in reasonably good repair and operating condition (subject to normal wear and tear) and, to the knowledge of the Company, there are no facts or conditions affecting such assets that could, individually or in the aggregate, materially impair interfere in any material respect with the operations of Purchaser use, occupancy or the Purchaser Businessoperation thereof as currently used, taken as a whole, Purchaser occupied or its Subsidiaries haveoperated, or will have as of the Closing, good and valid title to, or other legal rights to possess and their adequacy for such use, all of the assets, properties and rights Relating to the Purchaser Business or owned, used or held by Purchaser or any of its Subsidiaries, free and clear of any Liens other than Purchaser Permitted Liens. (b) Except as set forth in Section 5.16(b) Neither the purchase and sale of the Purchaser Parent Disclosure Letter Business Assets and as the licenses contemplated hereby upon the exercise of the Inkjet Option, nor the purchase and sale of the O-Sub Shares upon the exercise of the Subsidiary Stock Option would notconstitute the sale of "substantially all" of the Company's properties and assets pursuant to Section 271 of the DGCL, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may such Section 271 shall not be required in connection with the consummation applicable to any of the transactions contemplated by this Agreement and Agreement. Neither the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to Inkjet Business nor O-Sub represents more than 45% of (i) the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 book value of this Agreement), together with the benefits, services, Company's assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, (ii) the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights ownedCompany's revenues, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following (iii) the ClosingCompany's profit, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closingeach case on a consolidated basis. (c) Except as set forth in Section 5.16(c) of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders (including the Swingline Lender and each Issuing Bank), and neither the Company nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” as used herein or in any other Loan Documents (or any similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) Except the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as otherwise directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in this Agreement or Section 9.02), and (c) except as would not, individually or expressly set forth in the aggregateLoan Documents, materially impair the operations of Purchaser or Administrative Agent shall not have any duty to disclose, and shall not be liable for the Purchaser Businessfailure to disclose, taken as a whole, Purchaser or its Subsidiaries have, or will have as of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets, properties and rights Relating any information relating to the Purchaser Business or owned, used or held by Purchaser Company or any of its Subsidiaries, free and clear Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Liens Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other than Purchaser Permitted Liens. document delivered hereunder or in connection with any Loan Document, (biii) Except as the performance or observance of any of the covenants, agreements or other terms or conditions set forth in Section 5.16(bany Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Purchaser Parent Disclosure Letter Collateral or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and as would notshall not incur any liability for relying upon, individually any notice, request, certificate, consent, statement, instrument, document or in other writing believed by it to be genuine and to have been signed or sent by the aggregateproper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (assuming all consents and Approvals as who may be required counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the consummation syndication of the transactions credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Company. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further acknowledges that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder and in deciding whether or the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder. None of the Lenders, if any, identified in this Agreement as a Syndication Agent or Documentation Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the relevant Lenders in their respective capacities as Syndication Agent or Documentation Agents, as applicable, as it makes with respect to the Administrative Agent in the preceding paragraph. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of this Agreement. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by this Agreement such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Ancillary Agreements have been obtainedAdministrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Company to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that no (i) the Administrative Agent shall not be required to execute any such assumption shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closingdocument on terms which, in the aggregateAdministrative Agent’s opinion, constitute all would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closing. (c) Except as set forth in Section 5.16(c) of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by Purchaser Company or any Subsidiary of Purchaser in respect of) all interests retained by the Company or necessary for any Subsidiary, including (without limitation) the conduct proceeds of the Purchaser Business sale, all of which shall continue to constitute part of the Collateral. Any execution and owned delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or controlled warranty by Purchaser Parent the Administrative Agent. In case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any Affiliate LC Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of Purchaser Parent whether the Administrative Agent shall have made any demand on the Company or any other Borrower) shall be entitled and empowered (other than Purchaser but not obligated) by intervention in such proceeding or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties).otherwise:

Assets. (a) Except as otherwise provided in this Agreement or as would notnot reasonably be expected, individually or in the aggregate, materially impair to be material to the operations of Purchaser or the Purchaser Diversey Business, taken as a whole, Purchaser the Diversey Asset Sellers (in respect of the Acquired Diversey Assets) and the Transferred Diversey Companies (and their Subsidiaries), in the aggregate, own, lease, license or its Subsidiaries havehave the legal right to use, or will have as of and will, immediately prior to the Closing, good and valid title toown, lease, license, or other have the legal rights right to possess and use, all Diversey Assets, free and clear of all Encumbrances, other than Permitted Encumbrances; provided that the foregoing shall not apply to Real Property, which is covered in Section 3.13. (b) On the Closing Date, the Acquired Diversey Assets and the Diversey Assets owned, leased, or licensed by the Transferred Diversey Companies and their Subsidiaries will, together with the assets conveyed under, rights granted under, or the services provided under the Related Agreements, subject to the terms of this Agreement (including Section 5.15 and Section 5.16) and the Related Agreements, constitute all of the assets, rights, title, interest and properties and rights Relating that are (i) owned, beneficially or of record, held or controlled by SEE or its Subsidiaries immediately prior to the Purchaser Business or ownedClosing primarily, used in, held for use in, or held by Purchaser or any related to the Diversey Business and (ii) subject to the receipt of its Subsidiaries, free the required consents and clear of any Liens other than Purchaser Permitted Liens. (b) Except as approvals set forth in on Section 5.16(b3.4(b) of the Purchaser Parent Seller’s Disclosure Letter Schedule, and assuming the accuracy of the representation and warranties of Buyer in Article IV and the timely performance by Buyer and its Subsidiaries and Affiliates of their obligations under this Agreement and the Related Agreements, required for Buyer and its Subsidiaries (including the Transferred Diversey Companies and their Subsidiaries) to operate the Diversey Business substantially in the manner in which it is conducted immediately prior to the Closing (after giving effect to the Restructuring Plan) and as would not, individually or reflected in the aggregateFinancial Statements (except for Cash and Cash Equivalents), materially impair other than, in each case, (i) Non-Transferable Permits, (ii) the operations services of Purchaser Governmental Authorities or third party utility providers (and assets of Governmental Authorities or third party utility providers related to the Purchaser provision of such services) provided to the Diversey Business of a type generally provided by Governmental Authorities or third party utility providers to similarly situated Persons, and (iii) Excluded Shared Contracts. Assuming Exhibit D is not amended after the date of this Agreement, Section 3.15(b) of the Seller’s Disclosure Schedule sets forth a complete list of Permits that, to the Knowledge of SEE, are all of the Non-Transferrable Permits material to the Diversey Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closingwhole. (c) Except Other than as set forth included in Section 5.16(cthe Acquired Diversey Assets or held by the Transferred Diversey Companies and their Subsidiaries, no Affiliate, executive officer, or director of any Seller (i) of the Purchaser Parent Disclosure Letterowns any material property or right, there are no material assetstangible or intangible, properties or rights that are which is used or held for use by Purchaser in connection with, or that relates to, the Diversey Business, (ii) has any claim or cause of action against any of the Acquired Diversey Assets or the Transferred Diversey Companies or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are nottheir Subsidiaries, or will not at Closing be, directly or indirectly, engaged in (iii) owes any Purchaser Parent Retained Businesses, and do notsignificant amounts to, or will not at Closingis owed any significant amounts by, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties)Diversey Business.

Assets. (a) Except as otherwise provided in this Agreement or as would notset forth on Schedule 2.7(a), individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries have, or will have as of the Closing, Seller has good and valid marketable title to, or other legal rights to possess and use, all of the assets, properties and rights Relating to the Purchaser Business or owned, used or held by Purchaser or any of its SubsidiariesAssets, free and clear of all Encumbrances, excluding any Liens other than Encumbrance, defect in title to, or default or breach in the terms of, the Assumed Contracts that may arise by the Parties having agreed that Seller shall assign, and the assignment of, the Assumed Contracts to Purchaser Permitted Liens.without having secured the consent, waiver, approval, authorization, declaration or filing from, or providing notice to, any Person regarding the assignment of the Assumed Contracts to Purchaser. The execution and delivery of the Conveyance Agreements by the Seller at the Closing will convey to and vest in the Purchaser good and marketable title to the Assets, free and clear of all Encumbrances, excluding (i) any Encumbrance upon the Assets arising from the Assumed Liabilities appearing on Schedule 1.5; (ii) those items described on Schedule 2.7(a); and (iii) any Encumbrance, defect in title to, or default or breach in the terms of, the Assumed Contracts that may arise by the Parties having agreed that Seller shall assign, and the assignment of, the Assumed Contracts to Purchaser without having secured the consent, waiver, approval, authorization, declaration or filing from, or providing notice to, any Person regarding the assignment of the Assumed Contracts to Purchaser; (b) Except By acquiring the Assets as set forth in Section 5.16(b) of the Purchaser Parent Disclosure Letter and as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, Purchaser will be acquiring all assets and properties used by the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, Seller in the aggregate, constitute all conduct of the assets either used in or Business and necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as presently conducted, other than the Excluded Assets. Save and except for liens and security interests disclosed to Purchaser on Schedule 2.7(b), no part of the date of this Agreement Business (and as of the Closing. (c) Except as set forth no asset, right or interest related to or employed in Section 5.16(c) of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or reasonably necessary for the conduct of the Purchaser Business and Business) is owned or controlled held by Purchaser Parent or any Affiliate of Purchaser Parent (Person other than Purchaser or a Subsidiary of Purchaser)the Seller. (c) The Assets are in good condition and repair, ordinary wear and tear excepted, and (where applicable) are in good working order and have been properly and regularly maintained. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (d) Purchaser and its Subsidiaries are notThe Seller does not own, or will not at Closing behave any interests in or rights with respect to, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, real property other than the real property subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating the Leases (the “Leased Properties”). With respect to the Leased Properties: (i) The Seller has provided to the Purchaser Business true and correct copies of leases to which the Leased Properties are leased to Seller. Seller has received no notice of any pending or threatened condemnation actions or special assessments of any nature on the Leased Properties or any part thereof, Seller has received no notice of any condemnation actions or special assessments being contemplated, and Seller does not have any knowledge of any being contemplated. Seller has received no request, written or otherwise, from any Governmental Authority with regard to dedication of the Leased Properties or any part thereof; (ii) To the best of Seller’s knowledge, there are no pending or contemplated changes in any regulation or private restriction applicable to the Leased Properties or any part thereof, or any pending or threatened judicial or administrative action by adjacent landowners or other than non-material Persons or ministerial liabilitiesany natural or artificial condition adversely affecting the Leased Properties or any part thereof. (iii) To the best of Seller’s knowledge, assetsthere is no Legal Proceeding pending or threatened against or relating to any portion of the Leased Properties; (iv) To the best of Seller’s knowledge, rights there are no attachments, executions or properties)assignments for the benefit of creditors or voluntary or involuntary proceedings in bankruptcy or under any other debtor relief Laws contemplated by a pending or threatened action or suit against the Seller or the Leased Properties; (v) To the best of Seller’s knowledge, no Person has, or at the Closing Date shall have, any right or option to acquire all or any portion of the Leased Properties; and (vi) To the best of Seller’s knowledge, no portion of the Leased Properties shall be subject at the Closing Date to any agreement (written or oral) adversely affecting Seller’s right as Lessee, except the Leases.

Assets. (a) Except as otherwise provided in this Agreement or as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries have, or will have as of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets, properties and rights Relating to the Purchaser Business or owned, used or held by Purchaser or any of its Subsidiaries, free and clear of any Liens other than Purchaser Permitted Liens. (b) Except as set forth in Section 5.16(b3.14(a) of the Purchaser Parent Disclosure Letter Schedule, the Purchased Entities and as would notthe Asset Sellers (with respect to the Acquired International Structured Finance Business) own or lease (or, individually after giving effect to transfer of the Other Acquired Business Assets pursuant to Section 5.12, will own or lease) all Property required to conduct each Acquired Business in the aggregate, materially impair the operations ordinary and usual course of Purchaser or the Purchaser Business, taken as a whole businesses consistent with their respective past practices (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreementcollectively, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closing. (c) "Assets"). Except as set forth in Section 5.16(c3.14(a) of the Purchaser Parent Disclosure LetterSchedule, there are no material assetsafter giving effect to transfer of the Other Acquired Business Assets pursuant to Section 5.12, properties or rights that are each Purchased Entity will have good and valid title to all Property used or held for use by Purchaser it, free and clear of all Encumbrances other than Permitted Encumbrances. Except as set forth in Section 3.14(a) of the Disclosure Schedule, no Purchased Entity and no Asset Seller (with respect to the Acquired International Structured Finance Business) is a lessee under any lease of tangible personal Property involving annual aggregate payments in respect thereof in excess of $600,000 other than those which may be canceled by such Purchased Entity or Asset Seller without any Subsidiary payment or penalty upon no more than 30 days' prior notice. Except as set forth in Section 3.14(a) of Purchaser the Disclosure Schedule, the consummation of the Acquisition will not give rise to any right of any Person to (x) terminate any Purchased Entity's right or necessary for entitlement to use any Property currently used or employed by it in the conduct of the Purchaser Acquired Businesses as presently conducted by it or (y) require that any Purchased Entity obtain a consent or pay a fee in order to continue to use any Property currently used or employed by it in the conduct of the Acquired Businesses as presently conducted by it. To Seller's Knowledge, all Property of which a Purchased Entity is (or, after giving effect to transfer of the Other Acquired Business Assets pursuant to Section 5.12 hereof, will be) the lessee or obligor are in full force and owned or controlled by Purchaser Parent or effect according to their terms and there are no outstanding defaults thereunder, except for any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are not, or will defaults which could not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject reasonably be expected to give rise to any Purchaser Parent Retained Liability (i) right of termination thereunder, (ii) right by any Person to recover Losses, charges, penalties or assetsfees against any Purchased Entity in excess of $100,000, properties and rights not relating to in the Purchaser Business aggregate or (other than non-material iii) grant of injunctive or ministerial liabilities, assets, rights or properties)equitable relief against any Purchased Entity.

Assets. (a) Except as otherwise Assuming the receipt of the filings, notices, permits, authorizations, registrations, consents and approvals referred to in Section 3.4, the assets, properties, goods, privileges, permits, Contracts, services and rights of whatever kind or nature, real, personal or mixed, tangible or intangible, of the Transferred Entities, together with (i) the Purchased Assets and the services to be provided in under the Transition Services Agreement, (ii) the Assets referred to on Exhibit B of the Letter Agreement and (iii) the Business Employees transferred to Purchaser and its Affiliates pursuant to this Agreement or as would notAgreement, individually or in the aggregatewill, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries have, or will have as of the Closing, good and valid title to, or other legal rights to possess and use, constitute all of the assets, rights, properties and rights Relating services that are used, held for use or are necessary, and are sufficient, to allow Purchaser immediately after the Closing to conduct the Business in the form and manner as conducted by the Transferred Entities on the date hereof and as the Business is expected to be conducted on the Closing Date. The Business’s assets included in the Purchased Assets or owned by the Transferred Entities are (a) free from any material defects, (b) have been maintained in accordance with normal industry practice, and (c) are in good operating condition and repair (subject to normal wear and tear consistent with the age of such assets). As of the Closing, the Transferred Entities shall employ all of the personnel whose time is primarily devoted to the Purchaser Business or owned, used or held by Purchaser or any conduct of its Subsidiaries, free and clear of any Liens other than Purchaser Permitted Liensthe Business. (b) Except as set forth in Section 5.16(b) of the Purchaser Parent Disclosure Letter and as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will Immediately following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement Reorganization and as of the Closing. , the Transferred Entities will have (cx) Except as set forth in Section 5.16(c) of good and marketable title to all assets purported to be owned by the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or necessary for Transferred Entities and the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent Purchased Assets (other than Purchaser or a Subsidiary of Purchaserwith respect to any Permitted Liens). (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not(y) a valid leasehold interest in or license for all of the assets and properties (tangible and otherwise) that they purports to lease or license, or will not at in each case free and clear of all Liens. As of the Closing, hold and are not, none of the Transferred Entities or will not at Closing be, Purchased Assets shall be subject to any Purchaser Parent Retained Liability or assets, properties and rights Liabilities that are not relating Related to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties)Business.

Assets. (a) Except as otherwise provided The Purchaser Business is the only business carried on by the Purchaser and its subsidiaries. The Assets include all assets, rights, Authorizations and property necessary to conduct the Purchaser Business immediately after the Business Combination in this Agreement or the same manner it is currently conducted, except as would not, individually or in the aggregate, materially impair the operations of not reasonably be expected to have a Purchaser or the Material Adverse Effect. (b) The Purchaser Business, taken as a whole, Purchaser or and/or its Subsidiaries have, or will subsidiaries have as of the Closing, good and valid marketable title to, or other legal rights to possess and use, all of the assets, properties and rights Relating to the Purchaser Business or owned, used or held by Purchaser or any of its SubsidiariesAssets where title can be granted, free and clear of any Liens other than Purchaser Permitted Liens. (b) Except as set forth in Section 5.16(b) of the Purchaser Parent Disclosure Letter and as would not, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents claims and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the ClosingEncumbrances whatsoever. (c) Except as set forth in Section 5.16(cNo person or other entity has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or other acquisition from the Purchaser or any of its subsidiaries of any of the Assets. (d) The buildings, facilities, structures, infrastructure, equipment, and other tangible personal property of the Purchaser Parent Disclosure Letterand its subsidiaries are structurally sound, in good operating condition and repair having regard to their use and age and are adequate and suitable for the uses to which they are being put. To the Purchaser’s knowledge, there are no material assets, properties or rights maintenance expenditures required to be made as of the date hereof that are used or held for use by necessary in order to maintain the Purchaser’s current operations. (e) Neither the Purchaser or nor any Subsidiary of Purchaser or necessary for the conduct its subsidiaries own any real property. (f) With respect to each of any Leased Premises of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate its subsidiaries, each of Purchaser Parent (other than the leases pursuant to which the Purchaser or a Subsidiary of Purchaser)its subsidiaries occupies the Leased Premises is in good standing and in full force and effect, and the Purchaser or its subsidiary has the exclusive right to occupy and use the Leased Premises to conduct the Purchaser Business. (dg) To the knowledge of the Purchaser, there exists no claim or basis for any claim that might or could have a Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to Material Adverse Effect on the right of the Purchaser Business (other than non-material or ministerial liabilitiesits subsidiaries to use, assets, rights transfer or properties)otherwise exploit the Leased Premises.

Assets. (a) Except as otherwise provided Seller and its Subsidiaries own, lease, license or have the legal right to use, all Acquired Assets, in this Agreement each case free and clear of all Encumbrances, other than Permitted Encumbrances, except for such failures to own, lease, license or have the legal right to use any Acquired Assets as would notnot reasonably be expected to, individually or in the aggregate, materially impair adversely affect the operations of Purchaser or the Purchaser BusinessBusiness in any material respect. Further, taken as a whole(i) each Acquired Entity will, Purchaser or its Subsidiaries have, or will have as of the ClosingClosing (but without giving effect to the Sale), good and valid title toown, lease or other legal rights to possess and use, license all of the assetsAcquired Assets that are owned, properties and rights Relating leased or licensed by such Acquired Entity as of the date hereof or that have been assigned, conveyed or transferred to such Acquired Entity prior to the Purchaser Business or owned, used or held by Purchaser or any of its SubsidiariesClosing, free and clear of any Liens all Encumbrances, other than Purchaser Permitted LiensEncumbrances, and (ii) the Acquired Entities will, as of the Closing (but without giving effect to the Sale), have the legal right to use or have the economic benefits of all of the Acquired Assets that are to be assigned, conveyed or transferred to the Acquired Entities after the Closing pursuant to Sections 5.6(c), 5.6(d) and 5.6(e), in each case of (i) and (ii), except for such failures to own, lease, license, have the legal right to use or have the economic benefits of any Acquired Assets as would not reasonably be expected to, individually or in the aggregate, adversely affect the Business in any material respect. Solely for purposes of this Section 3.6(a), any reference to Acquired Assets shall exclude all Business Permits. (b) Except as set forth in on Section 5.16(b3.6(b) of the Purchaser Parent Seller Disclosure Letter Schedule or as specifically provided or disclosed elsewhere in this Agreement (including Section 5.12 and Section 5.13), as would notof the Closing (but without giving effect to the Sale) the Acquired Assets, individually or together with (i) the rights, services and other benefits made available to Buyer, the Acquired Entities and their respective Affiliates in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Transition Services Agreement and the Ancillary Agreements have been obtained; providedTrademark License Agreements, (ii) the Permits, agreements and/or other documents to be obtained or entered into, as applicable, pursuant to Section 5.6 (disregarding, for purposes of this Section 3.6(b), any Permits, agreements and/or other documents that no such assumption shall be made Buyer or any of its Affiliates has in its possession), and (iii) the Shared Assets, to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement)they benefit the Business, together with constitute all the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, the material assets, properties and rights owned, leased, licensed, used or leased and licensed from third parties, held for use by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser Seller and its Subsidiaries (in each case solely with respect to the Business) to conduct the Purchaser Business in all material respects as conducted as of by Seller immediately prior to the date of this Agreement and as of the ClosingClosing Date. (c) Except as set forth in on Section 5.16(c3.6(c) of the Purchaser Parent Seller Disclosure LetterSchedule, there are (i) all material Inventory is owned by Seller or its Affiliates free and clear of any Encumbrances (except for Permitted Encumbrances) and (ii) no material assets, properties or rights that are used or Inventory is held for use by Purchaser or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser)on consignment. (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not relating to the Purchaser Business (other than non-material or ministerial liabilities, assets, rights or properties).

Assets. (a) Except as otherwise provided Subject to the terms and conditions set forth in this Agreement or as would notAgreement, individually or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries have, or will have at and effective as of the Closing, good the Seller shall, and valid title shall cause the Selling Affiliates to, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall, or other legal rights to possess shall cause its Affiliates to, purchase and useaccept, all of the assetsSeller’s and the Selling Affiliates’ rights, properties title and rights Relating interest in and to the Purchaser Business or owned, used or Purchased Assets held by Purchaser the Seller or any the Selling Affiliates as of its Subsidiariesthe Closing Date, free and clear of any Liens all Liens, other than Purchaser Permitted Liens.. As used in this Agreement, “Purchased Assets” means the following rights and assets of the Seller and the Selling Affiliates: (a) all rights under each Contract (i) set forth on Section 2.1(a) of the Seller Schedule, (ii) entered into by the Seller or any of its Affiliates between the Execution Date and the Closing Date in accordance with Section 6.1 that is exclusively related to the Product or the Business or (iii) that constitutes a Shared Contract, but only the portion of such Shared Contract exclusively related to the Business ((i)-(iii), collectively, “Purchased Contracts”); (b) Except as set forth the Purchased Regulatory Approvals; (c) the Purchased Intellectual Property; (d) the Purchased Domain Names; (e) the Purchased Know-how; (f) the Purchased Inventory; (g) the Purchased Equipment; (h) the Purchased Prepaid Items; (i) the Books and Records and Regulatory Documentation, but excluding in Section 5.16(b) of the Purchaser Parent Disclosure Letter each case any attorney work product, attorney-client communications and as would not, individually other items protected by attorney-client or in the aggregate, materially impair the operations of Purchaser or the Purchaser Business, taken as a whole (assuming all consents other legal privilege unless such books and Approvals as may records can be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtainedtransferred without losing such privilege; provided, that no such assumption shall be made to the extent Purchaser Parent is there are books and records that include information related to the Product or the Business that do not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement)constitute Books and Records, together upon Purchaser’s reasonable written request, which request specifically identifies such books, records and/or information, Seller will provide copies thereof, appropriately redacted to exclude unrelated information; (j) all goodwill associated with the benefitsBusiness; (k) all guaranties, serviceswarranties, assetsindemnities, licensesrights of contribution, sublicenses rights to refunds, rights of reimbursement and other rights of recovery and benefits to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and the Purchaser Ancillary Agreements, the assets, properties and rights owned, or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closing. (c) Except as set forth in Section 5.16(c) of the Purchaser Parent Disclosure Letter, there are no material assets, properties or similar rights that are used have been ​ made by any predecessors in title, manufacturers or held for use by Purchaser or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business suppliers and owned or controlled by Purchaser Parent or any Affiliate of Purchaser Parent (other than Purchaser or a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are not, or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businesses, and do not, or will not at Closing, hold and are not, or will not at Closing be, subject to any Purchaser Parent Retained Liability or assets, properties and rights not third parties relating to the Purchaser Business Exploitation of the Purchased Assets from and after the Closing Date; and (other than non-material or ministerial liabilitiesl) all claims, assetscounterclaims, defenses, causes of action, demands, judgments, rights or properties)of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party relating to the Purchased Assets.

Assets. (a) Except as otherwise provided in this Agreement or as would not, individually or in Seller acknowledges and agrees that it owns certain personal property comprising the aggregate, materially impair DewEze Division of Seller located at the operations of Purchaser or the Purchaser Business, taken as a whole, Purchaser or its Subsidiaries have, or will have as of the Closing, good and valid title to, or other legal rights to possess and use, all of the assets, properties and rights Relating Premises. Subject to the Purchaser Business or owned, used or held by Purchaser or any of its Subsidiaries, free terms and clear of any Liens other than Purchaser Permitted Liens. (b) Except as conditions set forth in Section 5.16(b) of herein, Seller agrees to sell, and Buyer agrees to purchase, the Purchaser Parent Disclosure Letter following assets: All machinery, inventory, vehicles, equipment, furniture, fixtures, office equipment, office supplies, customer lists, mailing lists, plans, specifications, drawings, designs, know-how, marketing and as would notproduction information, individually or in the aggregateaccounts, materially impair the operations of Purchaser or the Purchaser Businessaccounts receivable, taken as a whole (assuming all consents and Approvals as may be required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; providedagreements, that no such assumption shall be made to the extent Purchaser Parent is not in compliance with its obligations under Section 2.2 or Section 6.3 of this Agreement)contracts, together with the benefitsleases, services, assetstools, licenses, sublicenses patents, trademarks, service marks, trade names, approvals, authorizations, consents, orders, permits, prepaid expenses, deferred charges, deposits on real property leases, leasehold improvements, computer equipment, telephone numbers, the exclusive right of Buyer to represent itself as carrying on the business of Seller in continuation thereof, all books and records, and other rights personal property and benefits intangible assets of Seller relative to be provided to Purchaser and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements and business at the Purchaser Ancillary Agreements, the assets, properties and rights owned, Premises or leased and licensed from third parties, by Purchaser or its Subsidiaries do and will following the Closing, in the aggregate, constitute all of the assets either used in or necessary for Purchaser and its Subsidiaries to conduct the Purchaser Business as conducted as of the date of this Agreement and as of the Closing. (c) Except as set forth in Section 5.16(c) of the Purchaser Parent Disclosure Letter, there are no material assets, properties or rights that are used or held for use by Purchaser or any Subsidiary of Purchaser or necessary for the conduct of the Purchaser Business business of Seller relative to the business at the Premises but held nominally by a third party all or a part of which are described in Exhibit "A" attached hereto and owned or controlled by Purchaser Parent made a part hereof. All of the above described assets including those described in greater detail in Exhibit "A" are hereinafter referred to as the "Assets." Anything contained in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any contract, license, lease, agreement, commitment, sales order, purchase or any Affiliate claim or right of Purchaser Parent (other than Purchaser any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a Subsidiary of Purchaser). (d) Purchaser and its Subsidiaries are notthird party thereto, would constitute a breach thereof or will not at Closing be, directly or indirectly, engaged in any Purchaser Parent Retained Businessesway affect the rights of Seller or Buyer thereunder. Seller shall obtain, and do notat Seller's expense, or will not at Closing, hold and are not, or will not at Closing be, subject the consent of the other party to any Purchaser Parent Retained Liability or assets, properties and rights not relating of the foregoing to the Purchaser Business (other than non-material assignment thereof to Buyer in all cases in which such consent is required for assignment or ministerial liabilities, assets, rights or properties)transfer.