Common use of Underlying Assets Clause in Contracts

Underlying Assets. As of the Effective Date, ADA-ES has, and the respective AC Venture Companies have, and as of the Closing Date, the AC Venture Companies to which the Underlying Assets are transferred shall have, good and marketable title to, and be the lawful owner of, the Underlying Assets and the ADA-ES Contributed Assets. The Underlying Assets, the ADA-ES Contributed Assets, the provision of services by ADA-ES to the Development Company and its Affiliates pursuant to the Master Services Agreement, and the Licensed IP constitute all assets, properties and contract rights of each of the ADA-ES Entities used or held for use in connection with the operation of the Business or necessary to the conduct of the Business. The transfer of the Underlying Assets by ADA-ES to the Project Companies and Supply Company pursuant to this Agreement, the transfer of the ADA-ES Contributed Assets to the Development Company pursuant to this Agreement, the licensing of the Licensed IP by ADA-ES to the Development Company pursuant to the Intellectual Property License Agreement and the provision of services by ADA-ES to the Development Company and its Affiliates pursuant to the Master Services Agreement, will effectively convey to the AC Venture Companies all assets, properties and contract rights of each of the ADA-ES Entities used or held for use in connection with the operation of the Business or necessary to the conduct of the Business (whether owned, leased, held under license or otherwise). Except for the provision of services pursuant to the Master Services Agreement and the Licensed IP, there are no shared assets, properties or contract rights of each of the ADA-ES Entities used or held for use in connection with the operation of the Business or necessary to the conduct of the Business (whether owned, leased, held under license or otherwise) which are used or held for use in connection with the Business and in connection with the Other Businesses.