Common use of Acquired Assets and Assumed Liabilities Clause in Contracts

Acquired Assets and Assumed Liabilities. (a) The Selling Entities are the sole owners of and have good title to the Acquired Assets (other than the CRS Accounts) free and clear of all Liens other than Permitted Liens; the Selling Entities are the sole owners of the CRS Accounts free and clear of all Liens other than Permitted Liens and the interests of the Borrowers therein; and none of the CRS Accounts or Gross Receivables will be securitized as of the Closing Date. The Acquired Assets do not include any equity interest in any Person. Assuming the receipt of all Seller Required Approvals, Purchaser Required Approvals and all Third-Party Consents, upon consummation of the transactions contemplated by this Agreement, including the execution and delivery of any necessary instruments of assignment and bills of sale in accordance with the terms hereof: (i) All the right, title and interest of the Selling Entities in and to the CRS Accounts will be validly vested in Purchaser, free and clear of all Liens other than Permitted Liens and the interests of the Borrowers therein; (ii) Purchaser will have acquired good and marketable title in and to each Acquired Asset (other than the CRS Accounts) free and clear of all Liens other than Permitted Liens; and (iii) The deeds, assignments, instruments of sale and other transfer documents to be delivered to Purchaser by Sellers pursuant to Section 3.3 will be in appropriate form and sufficient to convey, transfer and assign to Purchaser, subject to any required consents, all the right, title and interest in the Acquired Assets as contemplated herein. (b) Other than this Agreement, as of the date hereof, there are no outstanding options, other rights, arrangements, or commitments obligation Sellers or any of their Subsidiaries, at any time or upon the occurrence of certain events, to offer, sell, transfer or otherwise dispose of any of the Acquired Assets, other than in the ordinary course of business consistent with past practice or pursuant to the terms of the Assigned Partner Agreements. (c) Assuming the receipt of all Third-Party Consents and assuming that Purchaser either has or obtains (either from Sellers or third parties) all services and processes indicated on the CRS Contract List (as defined in the Transition Principles and Procedures), the Acquired Assets, the rights of Purchaser and its Subsidiaries under the Ancillary Agreements, together with such services and processes as Purchaser may have or have rights to as of the date hereof or may obtain following the date hereof, will include, as of the Closing Date, all the assets, properties, rights and interests necessary for Purchaser to conduct the CRS Business in substantially the same manner as currently conducted by Sellers and their Subsidiaries.

Acquired Assets and Assumed Liabilities. (a) The Selling Entities are Except as set forth in Section 3.11(a) of the sole owners Disclosure Schedule, all of the Assets acquired since the date of the Reference Balance Sheet and that would otherwise have good title been set forth in the Reference Balance Sheet have been acquired for consideration not less or greater than the fair market value of such Assets at the date of such acquisition. (b) Except as set forth in Section 3.11(b) of the Disclosure Schedule, each of the Seller or an Acquired Subsidiary, as the case may be, owns, leases or has the legal right to use all the properties and assets, including, without limitation, the Seller Intellectual Property and the Real Property, used or intended by Seller to be used in the conduct of the Business or otherwise owned, leased or used by the Seller or any Acquired Subsidiary, and, with respect to contract rights, is a party to and enjoys the right to the benefits of all contracts, agreements and other arrangements used or intended to be used by the Seller (as such relate to the Business), or any Acquired Subsidiary or in or relating to the conduct of the Business, all of which properties, assets and rights constitute Acquired Assets or Excluded Assets. Each of the Seller or an Acquired Subsidiary (other than as the CRS Accountscase may be) has good and marketable title to, or, in the case of leased or subleased Acquired Assets, valid and subsisting leasehold interests in, all the Acquired Assets, free and clear of all Liens Encumbrances other than Permitted Liens; the Selling Entities are the sole owners Encumbrances. (c) Except as set forth in Section 3.11(c) of the CRS Accounts Disclosure Schedule, the Acquired Assets constitute all the properties, assets and rights forming a part of, used or held in the conduct of, the Business (other than the Excluded Assets). (d) Except as set forth in Section 3.11(d) of the Disclosure Schedule, the Seller has the complete and unrestricted power and unqualified right to sell, assign, transfer, convey and deliver the Acquired Assets to the Purchaser, Singapore-Sub or the Taiwan Assignee (as the case may be) in accordance with the terms of this Agreement without penalty or other materially adverse consequences. Following the consummation of the transactions contemplated by this Agreement and the execution of the instruments of transfer contemplated by this Agreement, the Purchaser, Singapore-Sub or the Taiwan Assignee (as the case may be) will own, with good, valid and marketable title, or lease, under valid and subsisting leases, or otherwise acquire the interests of the Seller (as the case may be) in the Acquired Assets, free and clear of all Liens any Encumbrances, other than Permitted Liens Encumbrances, and without incurring any penalty or other materially adverse consequence, including, without limitation, any increase in rentals, royalties, or license or other fees imposed as a result of, or arising from, the interests of the Borrowers therein; and none of the CRS Accounts or Gross Receivables will be securitized as of the Closing Date. The Acquired Assets do not include any equity interest in any Person. Assuming the receipt of all Seller Required Approvals, Purchaser Required Approvals and all Third-Party Consents, upon consummation of the transactions contemplated by this Agreement. (e) Other than the network facilities which are addressed in Section 3.19 below, including the execution Acquired Assets are structurally sound, are in good operating condition and delivery of any necessary instruments of assignment repair as is consistent with standards generally followed in the industry and bills of sale have been maintained in accordance with good business practice. The Acquired Assets are adequate for the terms hereof: (i) All the right, title uses to which they are being and interest of the Selling Entities in and to the CRS Accounts will be validly vested in Purchaser, free and clear of all Liens other than Permitted Liens and the interests of the Borrowers therein; (ii) Purchaser will have acquired good and marketable title in and to each Acquired Asset (other than the CRS Accounts) free and clear of all Liens other than Permitted Liens; and (iii) The deeds, assignments, instruments of sale and other transfer documents intended by Seller to be delivered to Purchaser by Sellers pursuant to Section 3.3 will be in appropriate form put, and sufficient to convey, transfer and assign to Purchaser, subject to any required consents, all the right, title and interest in none of the Acquired Assets as contemplated herein. (b) Other than this Agreementis in need of maintenance or repairs except for ordinary, as routine maintenance and repairs that are not material in nature or cost and taking into account the age and length of the date hereofuse of the same, there ordinary wear and tear excepted. There are no outstanding options, other rights, arrangements, facts or commitments obligation Sellers or any of their Subsidiaries, at any time or upon the occurrence of certain events, to offer, sell, transfer or otherwise dispose of conditions affecting any of the Acquired AssetsAssets which could, other than individually or in the ordinary course of business consistent aggregate, interfere in any material respect with past practice the occupancy or pursuant to the terms of the Assigned Partner Agreements. (c) Assuming the receipt of all Third-Party Consents and assuming that Purchaser either has or obtains (either from Sellers or third parties) all services and processes indicated on the CRS Contract List (as defined in the Transition Principles and Procedures), the Acquired Assets, the rights of Purchaser and its Subsidiaries under the Ancillary Agreements, together with such services and processes as Purchaser may have or have rights to as of the date hereof or may obtain following the date hereof, will include, as of the Closing Date, all the assets, properties, rights and interests necessary for Purchaser to conduct the CRS Business in substantially the same manner operation thereof as currently conducted by Sellers and their Subsidiariesoccupied or operated.