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

Title to Assets; Sufficiency of Assets. Each Seller has title to, or a valid leasehold interest in, all of the properties and assets included in the Circles Purchased Assets and in the CVG Purchased Assets that it is conveying pursuant hereto. Subject to entry of the Sale Order and upon the consummation of the transactions contemplated hereby and by the Transaction Documents, the Purchasers shall acquire title to all of the Purchased Assets, as set forth in Section 2.1, free and clear of all Liens other than Permitted Liens. Except for the Excluded Assets set forth in Section 2.2(a) and Section 2.2(f), the Purchased Assets (taken as a whole) are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted as of the date hereof (subject to any Excluded Contracts that the Purchasers elect not to acquire as provided in Section 2.3(d)); provided that the Circles Purchased Assets are sufficient for the continued conduct and operations of the MVNE Business after the Closing in substantially the same manner as conducted as of the date hereof; provided, further notwithstanding the foregoing, the foregoing representation regarding the Circles Purchase Assets does not take into account any transition services agreement, shared services agreement, or similar agreement that may exist between Circles and CVG. The Purchased Assets constitute all of the material rights, property and assets necessary to conduct the Business as conducted as of the date hereof (subject to any Excluded Contracts that the Purchasers elect not to acquire as provided in Section 2.3(d)). Except for the Excluded Assets set forth in Section 2.2(a), Section 2.2(e) and Section 2.2(f), none of the Excluded Assets are material to or necessary for the conduct of the Business. The Purchased Assets include all material books and records owned, primarily used or primarily held for use by any Seller with respect to the Business. No Affiliate of any Seller that is not a Seller under this Agreement has any right, title or interest in, to or under any properties, assets and rights primarily used in, or primarily held for use in, the Business, other than immaterial assets, and no Seller or Affiliate of any Seller has any claim against the Business or any Seller in respect of the Business.

Title to Assets; Sufficiency of Assets. Each Except as would not reasonably be expected, individually or in the aggregate, to have a material effect on the Acquired Companies, and except (a) for Permitted Liens, (b) as set forth on Section 4.17 of the Company Disclosure Schedule and (c) for the services to be provided (whether or not utilized) by Seller has (or its applicable Affiliates) pursuant to the Transition Services Agreement, as of the Closing, the Acquired Companies will have good and valid title to, or a valid leasehold interest inleases, licenses or rights to use, all assets that are material to conduct the business of the properties and assets included in the Circles Purchased Assets and in the CVG Purchased Assets that it is conveying pursuant hereto. Subject to entry of the Sale Order and upon the consummation of the transactions contemplated hereby and by the Transaction DocumentsAcquired Companies, the Purchasers shall acquire title to all of the Purchased Assets, as set forth in Section 2.1, free and clear of all Liens other than Permitted Liens. Except for the Excluded Assets set forth in Section 2.2(a) and Section 2.2(f), the Purchased Assets (taken as a whole) are sufficient for the continued conduct of the Business after the Closing , in substantially the same manner as conducted it is currently conducted. To the Knowledge of Seller, Section 4.17 of the Company Disclosure Schedule sets forth a complete list of all equipment and rolling stock of the Acquired Companies as of January 31, 2020. Except as would not reasonably be expected, individually or in the aggregate, to have a material effect on the Acquired Companies, and except (a) as set forth on Section 4.17 of the Company Disclosure Schedule and (b) for the services to be provided (whether or not utilized) by Seller (or its applicable Affiliates) pursuant to the Transition Services Agreement, as of the date hereof (subject to any Excluded Contracts that Closing, the Purchasers elect not to acquire as provided in Section 2.3(d)); provided that the Circles Purchased Assets are sufficient for the continued conduct and operations assets of the MVNE Business after Acquired Companies shall, in the Closing aggregate, constitute all of the assets necessary to conduct the business of the Acquired Companies, taken as a whole, in substantially the same manner as it is currently conducted as of the date hereof; provided. Except as would not reasonably be expected, further notwithstanding individually or in the foregoingaggregate, to have a material effect on the Acquired Companies, the foregoing representation regarding machinery, equipment, leasehold improvements and other tangible assets that the Circles Purchase Assets does Acquired Companies own or lease are in good operating condition and repair (subject to normal wear and tear) and are suitable for the purposes for which they are presently used. For the avoidance of doubt, the representations and warranties in this Section 4.17 shall not take into account apply to, and the assets referred to herein shall not include, any transition services agreement, shared services agreementrights in any real property, or similar agreement that may exist between Circles real property assets, regardless whether such rights or assets are (or are purported to be) owned, leased, vested or unvested, and CVGwhether created by deed, contract, easement, license, patent or otherwise. The Purchased Assets constitute all Customers and Suppliers . Section 4.18 of the material rightsCompany Disclosure Schedule sets forth the ten (10) largest customers (by total aggregate revenue received by each of the Acquired Companies) (the “Significant Customers”) and the ten (10) largest suppliers (by total aggregate spend amounts paid to such suppliers by, property and assets necessary to conduct or on behalf of, each of the Business as conducted as Acquired Companies) (the “Significant Suppliers”), in each case, of the Acquired Companies for the twelve (12)-month period ending on December 31, 2019. As of the date hereof (subject to any Excluded Contracts that the Purchasers elect not to acquire as provided in Section 2.3(d)). Except for the Excluded Assets set forth in Section 2.2(a)hereof, Section 2.2(e) and Section 2.2(f), none of the Excluded Assets are material to or necessary for the conduct of the Business. The Purchased Assets include all material books and records owned, primarily used or primarily held for use by any Seller with respect to the Business. No Affiliate Knowledge of any Seller that is not a Seller under this Agreement Seller, no Significant Customer or Significant Supplier has any rightcancelled or otherwise terminated, title or interest inor, to the Knowledge of Seller, threatened, to cancel or under otherwise to terminate, its relationship with any properties, assets and rights primarily used in, or primarily held for use in, the Business, other than immaterial assets, and no Seller or Affiliate of any Seller has any claim against the Business or any Seller in respect of the BusinessAcquired Company.

Title to Assets; Sufficiency of Assets. Each Seller Except as set forth in Schedule 4.3, the Company or its applicable Subsidiary owns or leases (absent any defaults under any such lease by the Company or, to the Knowledge of the Company, any third parties (and no event has title tooccurred that with the lapse of time or the giving of notice, or both, would constitute such a valid leasehold interest indefault)) all tangible personal property, including all buildings, machinery, equipment, and all other material tangible assets, used by it in connection with its business as presently conducted, in each case, free and clear of any Encumbrance, except for Encumbrances for (a) Taxes, assessments and similar charges not yet due and payable or contested in good faith by appropriate proceedings and with respect to which adequate reserves in accordance with GAAP have been established in the Financial Statements, or (b) mechanic’s, material men’s, contractor’s, repairman’s or similar liens arising in the ordinary course of business, consistent with past practice. Such property and assets are in satisfactory operating condition and free from defects, in each case, subject to ordinary wear and tear, and are suitable for the purposes used. Such property and assets constitute all of the properties and assets included used or held for use in connection with the business of the Company and its Subsidiaries during the past twelve months (except Cash and Cash Equivalents disposed of, accounts receivable collected, prepaid expenses realized, Contracts fully performed, and properties or assets sold or replaced by equivalent properties or assets, in each case in the Circles Purchased Assets and in the CVG Purchased Assets that it is conveying pursuant heretoordinary course of business). Subject to entry The assets of the Sale Order Company and upon the consummation of the transactions contemplated hereby and by the Transaction Documents, the Purchasers shall acquire title to its Subsidiaries constitute all of the Purchased Assets, as set forth in Section 2.1, free and clear of all Liens other than Permitted Liens. Except for assets necessary to conduct the Excluded Assets set forth in Section 2.2(a) and Section 2.2(f), the Purchased Assets (taken as a whole) are sufficient for the continued conduct business of the Business after the Closing in substantially the same manner Company and its Subsidiaries as conducted as of the date hereof (subject of this Agreement and to any Excluded Contracts that permit the Purchasers elect not Surviving Company and its Subsidiaries to acquire as provided in Section 2.3(d)); provided that the Circles Purchased Assets are sufficient for the continued conduct and operations of the MVNE Business such businesses after the Closing Effective Time in substantially the same manner as such businesses are currently conducted as and will have been conducted immediately prior to the Effective Time. There has not occurred and, to the Knowledge of the date hereof; providedCompany, further notwithstanding the foregoing, the foregoing representation regarding the Circles Purchase Assets does there is not take into account expected to occur any transition services agreement, shared services agreement, circumstance or similar agreement event that may exist between Circles and CVG. The Purchased Assets constitute all would (a) cause any asset of the material rights, property and assets necessary Company or any of its Subsidiaries to conduct cease to be owned or leased (as applicable) by the Business as conducted as of the date hereof (subject to any Excluded Contracts that the Purchasers elect not to acquire as provided in Section 2.3(d)). Except for the Excluded Assets set forth in Section 2.2(a), Section 2.2(e) and Section 2.2(f), none of the Excluded Assets are material to or necessary for the conduct of the Business. The Purchased Assets include all material books and records owned, primarily used or primarily held for use by any Seller with respect Company prior to the Business. No Affiliate Effective Time or cease to be owned or leased (as applicable) by the Surviving Company immediately after the Effective Time; or (b) interfere with the current use, occupancy or operation of any Seller that is not a Seller under this Agreement has any right, title or interest in, to or under any properties, assets and rights primarily used in, or primarily held for use in, the Business, other than immaterial assets, and no Seller or Affiliate of any Seller has any claim against the Business or any Seller in respect of the Businesssuch asset.

Title to Assets; Sufficiency of Assets. Each Seller (a) Except as would not, individually or in the aggregate, reasonably be expected to be materially adverse to the SLS Business or to the SLS Entities, taken as a whole, Scotts and its Subsidiaries (including the SLS Entities) have (and as of the Closing the SLS Entities themselves will have, other than with respect to rights or assets (x) to be provided (or for which the benefit is to be provided) to the SLS Entities by Scotts and the Non-SLS Subsidiaries pursuant to the Ancillary Agreements, (y) that are (or for which the benefit is), between the date hereof and the Closing Date, offered in writing to the Chief Financial Officer of TruGreen Holdings to be provided by Scotts for inclusion in any such Ancillary Agreement but which TruGreen Holdings has notified Scotts in writing that it will not require (or fails to reply on a reasonably timely basis) pursuant to any such Ancillary Agreement (the “Declined Services”) or (z) pursuant to or under Shared Contracts) good and valid (and, in the case of SLS Owned Real Property, good, valid and marketable fee simple) title to, or have a valid leasehold or licensed interest in, or has a legal right to use, all of the tangible and intangible assets, properties and assets included rights (real and personal, including all Intellectual Property) that (i) are primarily used or held for use in connection with the Circles Purchased Assets and in SLS Business, (ii) are reflected on the CVG Purchased Assets that it is conveying pursuant hereto. Subject to entry of the Sale Order and upon the consummation of the transactions contemplated hereby and SLS Financial Statements or (iii) were acquired by the Transaction DocumentsSLS Business after the Balance Sheet Date for use primarily by, or in connection with, the Purchasers shall acquire title to all of SLS Business, in each case other than the Purchased Scotts Marks (collectively, the “SLS Assets”), as set forth in Section 2.1each case, free and clear of all Liens Encumbrances, except for Permitted Encumbrances, other than Permitted Liens. Except for any SLS Assets disposed of by the Excluded Assets set forth in Section 2.2(aSLS Entities or the SLS Business (x) and Section 2.2(f), the Purchased Assets (taken as a whole) are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted as of Balance Sheet Date and prior to the date hereof in the ordinary course of business or (subject to any Excluded Contracts that the Purchasers elect not to acquire as provided in Section 2.3(d)); provided that the Circles Purchased Assets are sufficient for the continued conduct and operations of the MVNE Business y) after the Closing in substantially the same manner as conducted as of the date hereof; provided, further notwithstanding the foregoing, the foregoing representation regarding the Circles Purchase Assets does not take into account any transition services agreement, shared services agreement, or similar agreement that may exist between Circles and CVG. The Purchased Assets constitute all of the material rights, property and assets necessary to conduct the Business as conducted as of the date hereof (subject to any Excluded Contracts that the Purchasers elect and not to acquire as provided in Section 2.3(d)). Except for the Excluded Assets set forth in Section 2.2(a), Section 2.2(e) and Section 2.2(f), none violation of the Excluded Assets are material to or necessary for the conduct of the Business. The Purchased Assets include all material books and records owned, primarily used or primarily held for use by any Seller with respect to the Business. No Affiliate of any Seller that is not a Seller under this Agreement has any right, title or interest in, to or under any properties, assets and rights primarily used in, or primarily held for use in, the Business, other than immaterial assets, and no Seller or Affiliate of any Seller has any claim against the Business or any Seller in respect of the BusinessAgreement.