Common use of Title to Assets; Sufficiency of Assets Clause in Contracts

Title to Assets; Sufficiency of Assets. Seller has good title to, or a valid leasehold interest in, all Canada Assets that are material to the operation of the Transportation Products Business on a consolidated basis, free and clear of all Encumbrances, except for Permitted Encumbrances. The Canada Assets are reflected in the Interim Balance Sheet, other than assets that were sold or acquired in the Ordinary Course of Business since the Interim Balance Sheet Date. The material items of tangible personal property included in the Canada Assets that are currently being used in the operation of Seller’s portion of the Transportation Products Business are, in all material respects, in reasonable working order, ordinary wear and tear excepted. Except for the assets and services to be provided to Buyer under the Ancillary Agreements, the Canada Assets will constitute, as of the Canada Closing Date, all of the properties, rights, interests and other tangible and intangible assets necessary and sufficient to enable Buyer to (a) own and use the Canada Assets in the manner in which the Canada Assets have been used prior to the date hereof and are currently being used by Seller to conduct Seller’s portion of the Transportation Products Business and perform Seller’s obligations under the Assigned Contracts, and (b) conduct Seller’s portion of the Transportation Products Business immediately following the Canada Closing in the manner in which Seller’s portion of the Transportation Products Business has been conducted prior to the date hereof. Except for the services to be provided under the Ancillary Agreements, none of the Excluded Assets are material to or necessary for Seller’s portion of the Transportation Products Business as presently conducted. Section 3.06 of the Disclosure Schedule sets forth a list of all assets, properties, rights, claims, Contracts, Permits and business that are used or relate to the Transportation Products Business and that are Excluded Assets.

Title to Assets; Sufficiency of Assets. Seller CTP has good title to, or a valid leasehold interest in, all Canada Assets that are material to the operation of the Transportation Products Business on a consolidated basisCTP Assets, free and clear of all Encumbrances, except for Permitted Encumbrances. The Canada CTP Assets are reflected in the Interim Balance Sheet, other than assets that were sold or acquired in the Ordinary Course of Business since the Interim Balance Sheet Date. The material items of tangible personal property included in the Canada CTP Assets that are currently being used in the operation of SellerCTP’s portion of the Transportation Products Business are, in all material respects, in reasonable working order, ordinary wear and tear excepted. Except for the assets and services to be provided to Buyer under the Ancillary Agreements, the Canada CTP Assets will constitute, as of the Canada CTP Closing Date, all of the properties, rights, interests and other tangible and intangible assets necessary and sufficient to enable Buyer to (a) own and use the Canada CTP Assets in the manner in which the Canada CTP Assets have been used prior to the date hereof and are currently being used by Seller CTP to conduct SellerCTP’s portion of the Transportation Products Business and perform SellerCTP’s obligations under the Assigned Contracts, and (b) conduct SellerCTP’s portion of the Transportation Products Business immediately following the Canada CTP Closing in the manner in which SellerCTP’s portion of the Transportation Products Business has been conducted prior to the date hereofis currently conducted. Except for the services to be provided under the Ancillary Agreements, none of the Excluded Assets are material to or necessary for SellerCTP’s portion of the Transportation Products Business as presently conducted. Section 3.06 of the Disclosure Schedule sets forth a list of all assets, properties, rights, claims, Contracts, Permits and business that are used in or relate to the Transportation Products Business and that are Excluded Assets.

Title to Assets; Sufficiency of Assets. Seller has Purchased Companies and Asset Sellers have good and valid title to, or a valid leasehold interest in, all Canada Assets that are material to the operation of the Transportation Products Business on a consolidated basismaterial property, equipment and other tangible assets used or held for use in the conduct of the Business, in each case free and clear of all EncumbrancesLiens other than Permitted Liens, except including all assets reflected on the Financial Statements and any assets acquired by or for Permitted Encumbrances. The Canada Assets are reflected in the Interim Balance SheetBusiness since the Financial Statement Date, other than assets that were sold or acquired disposed of since such date in the Ordinary Course of Business since the Interim Balance Sheet DateBusiness. The assets of the Purchased Companies and the Purchased Assets include all of the material items tangible assets and, to the Sellers’ Knowledge, all of tangible personal property included in the Canada Assets material Intellectual Property Rights that are currently being used in the operation of Seller’s portion of the Transportation Products Business are, in all material respects, in reasonable working order, ordinary wear as presently conducted by the Purchased Companies and tear excepted. Except for the assets and services to be provided to Buyer under the Ancillary Agreements, the Canada Assets will constitute, as of the Canada Closing Date, all of the properties, rights, interests and other tangible and intangible assets necessary and sufficient to enable Buyer to (a) own and use the Canada Assets in the manner in which the Canada Assets have been used prior to the date hereof and are currently being used by Seller to conduct Seller’s portion of the Transportation Products Business and perform Seller’s obligations under the Assigned Contracts, and (b) conduct Seller’s portion of the Transportation Products Business immediately following the Canada Closing in the manner in which Seller’s portion of the Transportation Products Business has been conducted prior to the date hereofAsset Sellers. Except for the services to be provided under to Purchasers and Purchased Companies pursuant to the Ancillary AgreementsTransition Services Agreement, none other back-office and human resources support services, or as set forth on Section 3.7 of the Excluded Disclosure Schedule, the tangible assets of Purchased Companies, the Purchased Assets and, to the Sellers’ Knowledge, the Intellectual Property, collectively, when utilized by a labor force substantially similar to that presently employed by the Purchased Companies and Asset Sellers in connection with the Business, are adequate in all material respects to or necessary for Seller’s portion of allow Purchasers and Purchased Companies to conduct the Transportation Products Business in all material respects as presently conducted. Except for the services to be provided to Purchasers and Purchased Companies pursuant to the Transition Services Agreement, other back-office and human resources support services, or as set forth on Section 3.06 3.7 of the Disclosure Schedule, the Assumed Japan Liabilities, the Assumed Germany Liabilities, the Purchased Japan Assets, the Purchased Germany Assets, the employees listed on Section 3.7 of the Disclosure Schedule sets forth a list of all assetsand, properties, rights, claims, Contracts, Permits and business that are used or relate to the Transportation Products Sellers’ Knowledge, the Intellectual Property, collectively, are adequate in all material respects to allow the Purchasers and the Purchased Companies to conduct the Business in all material respects as presently conducted as of the date hereof by GSI Japan and that are Excluded AssetsGSI Germany, respectively.

Title to Assets; Sufficiency of Assets. Seller has The TP Subsidiaries have good title to, or a valid leasehold interest in, all Canada in and to the Transferred Assets that are material used in or necessary for to the operation of the Transportation Products Business on a consolidated basisBusiness, free and clear of all Encumbrances, except for Permitted EncumbrancesEncumbrances (as that term is defined under each of the Sub-Agreements). The Canada Transferred Assets are reflected in the Interim Balance Sheet, other than assets that were sold or acquired in the Ordinary Course of Business since the Interim Balance Sheet Date. The material items of tangible personal property included in the Canada Transferred Assets that are currently being used in the operation of Seller’s portion of the Transportation Products Business are, in all material respects, in reasonable good working order, ordinary wear and tear excepted. Except for the assets and services to be provided to Buyer under the Ancillary Agreements, the Canada Transferred Assets will constitute, as of the Canada Closing Date, all of the properties, rights, interests and other tangible and intangible assets necessary and sufficient to enable Buyer to (a) own and use the Canada Transferred Assets in the manner in which the Canada Transferred Assets have been used prior to the date hereof and are currently being used by Seller the Company Group to conduct Seller’s portion of the Transportation Products Business and perform Sellerthe Company Group’s obligations under the Assigned Assumed Contracts, ; and (b) conduct Seller’s portion of the Transportation Products Business immediately following the Canada Closing in the manner in which Seller’s portion of the Transportation Products Business has been conducted prior to the date hereofis currently conducted. Except for the services to be provided under the Ancillary Agreements, none of the Excluded Assets are material to or necessary for Seller’s portion of the Transportation Products Business as presently conducted. Section 3.06 of the Disclosure Schedule sets forth a list of all assets, properties, rights, claims, Contracts, Permits and business that are used or relate to the Transportation Products Business and that are Excluded Assets.