Assets; Sufficiency. The tangible assets and properties of the Company and its Subsidiaries are in good operating condition in all material respects (normal wear and tear excepted) and are fit, in all material respects, for use in the ordinary course of business, and no material uninsurable damage has, since the Most Recent Balance Sheet, occurred with respect to such assets and properties. Immediately after the Effective Time, the assets (which, for the avoidance of doubt, shall include any assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company and its Subsidiaries will constitute all of the assets necessary to conduct the business immediately after the Closing in all material respects as it is conducted on the date of this Agreement. The Company and each of its Subsidiaries own, lease, license or have the legal right to use or otherwise hold good, valid and enforceable title to all the properties, assets, tangible or intangible, of the Company and its Subsidiaries reflected on the Financial Statements (collectively, the "Company Assets"), except for any Company Assets, that have been sold or otherwise disposed of in the ordinary course of business consistent with past practice since the date of the applicable balance sheets. The Company, the Company Assets are not subject to any Liens (other than Permitted Liens). At the Closing, the Company and each of its Subsidiaries will, directly or indirectly, own, with good, valid and enforceable title, or lease, under valid and enforceable leases, or have legal right or license to use, the Company Assets, free and clear of any Liens (other than Permitted Liens).
Assets; Sufficiency. (a) Except as set forth on Schedule 3.20(a), the Acquired Company Assets constitute all of the material assets and properties (including FCC Licenses), whether tangible or intangible, whether personal, real or mixed, wherever located, that are used primarily in the Business and are sufficient to conduct the Business in substantially the manner in which it is conducted on the date hereof and has been conducted at all times since January 1, 2018.
(b) Except as set forth on Schedule 3.20(b), all material items of tangible personal property included in the Acquired Company Assets are in good operating condition, ordinary wear and tear excepted.
Assets; Sufficiency. The tangible assets and properties of the Company and its Subsidiaries are in good operating condition in all material respects (normal wear and tear excepted) and are fit, in all material respects, for use in the ordinary course of business, and no material uninsurable damage has occurred with respect to such assets and properties. Immediately after the Effective Time, the assets (which, for the avoidance of doubt, shall include any assets held pursuant to valid leasehold interest, license or other similar interests or right to use any assets) of the Company and its Subsidiaries will constitute all of the assets necessary to conduct the business immediately after the Closing in all material respects as it is conducted on the date of this Agreement. The Company and each of its Subsidiaries own, lease, license or have the legal right to use or otherwise hold good, valid and enforceable title to all the properties, assets, tangible or intangible, of the Company and its Subsidiaries reflected on the Financial Statements (collectively, the “Company Assets”), except (i) for any Company Assets, that have been sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Most Recent Balance Sheet, or (ii) as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. The Company Assets are not subject to any Liens (other than Permitted Liens), except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. At the Closing, the Company and each of its Subsidiaries will, directly or indirectly, own, with good, valid and enforceable title, or lease, under valid and enforceable leases, or have legal right or license to use, the Company Assets, free and clear of any Liens (other than Permitted Liens), except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. The Company Assets constitute all the assets, properties and rights that are used in or necessary to conduct in all material respects the Company’s and each of its Subsidiaries’ respective business immediately following the Closing in substantially the same manner as currently conducted and as was conducted for the twelve (12)-month period prior to the Closing.
Assets; Sufficiency. Each Maple Leaf Group Company has good and valid title to all of the material assets owned by it (including those reflected in the Maple Leaf Group Financial Statements, together with all assets acquired thereby since the Maple Leaf Group Statement Date, but excluding those that have been disposed of since the Maple Leaf Group Statement Date and Intellectual Property assets which are covered by Section 6.16), in each case free and clear of all Encumbrances, other than Permitted Encumbrances. Immediately after Completion, the tangible assets referenced in the prior sentence (excluding Intellectual Property assets which are covered by Section 6.16) represent all the tangible assets (excluding Intellectual Property assets which are covered by Section 6.16) necessary for the conduct of the Maple Leaf Business as of and immediately prior to Completion.
Assets; Sufficiency. (a) Each of the Acquired Companies owns, leases, licenses or has the legal right to use all the material properties and assets of such Acquired Company reflected on each of the Financial Statements (collectively, the “Acquired Company Assets” and, together with the Purchased Assets, the “Assets”), except for any Acquired Company Assets that have been sold or otherwise disposed of since the date of such Financial Statement. Each of the Seller and the Asset Sellers owns, leases, licenses or has the legal right to use all the Purchased Assets, as the case may be, reflected on each of the Financial Statements, except for any Purchased Assets that have been sold or otherwise disposed of since the date of such Financial Statement. The Assets are not subject to any Encumbrances other than Permitted Encumbrances, except to the extent that such Encumbrances are not material, individually or in the aggregate, to the Purchased Assets. Following the consummation of the transactions contemplated by this Agreement and the execution of the instruments of transfer contemplated by this Agreement, subject to receipt of necessary third party consents and approvals, including those set forth on Section 3.05 of the Disclosure Schedule, the Purchaser will own, with good and valid title, or lease, under valid and subsisting leases, or have legal right or license to use, or otherwise acquire, the Assets, free and clear of any Encumbrances, other than Permitted Encumbrances.
(b) None of the Affiliates of the Seller (other than the Acquired Companies and the Asset Sellers) own any assets Related to the Business. The Assets (including the Owned Intellectual Property and the Company IP Agreements containing inbound licenses of Intellectual Property), together with the licenses, services and assets to be provided to the Purchaser under the Ancillary Agreements (subject to the terms and conditions thereof), are adequate in all material respects to (i) conduct the Business as currently conducted and (ii) conduct the Business immediately following the Closing as conducted prior to the date hereof by the Seller (other than services rendered or assets used pursuant to the Transition Services Agreement); provided, however, that nothing in this Section 3.15(b) shall be deemed to constitute a representation or warranty as to the adequacy of the amounts of working capital (or the availability of the same) or as to the sufficiency of any assets of the type included in the definition “Excluded A...
Assets; Sufficiency. (a) To Seller’s Knowledge, (i) VNBZ owns or otherwise has sufficient and legally enforceable rights to use all of the tangible assets that are used or held for use in connection with the conduct of its business (collectively, the “Assets”), and (ii) VNBZ has good, valid, and marketable title to, or in the case of leased property, have good and valid leasehold interests in, the Assets, free and clear of all Liens.
(b) To Seller’s Knowledge, the amount of the inventories of VNBZ as of the date hereof is reasonable, not excessive, and sufficient for VNBZ to carry on the operation of its business in the Ordinary Course of Business.
Assets; Sufficiency. (a) As of the date of this Agreement, each member of the Company Group and each of its Subsidiaries has, and after giving effect to the Restructuring, each member of the Company Group and each of its Subsidiaries will continue to have, good and valid title to, a valid leasehold interest in, or a valid license to use all properties and assets shown on the Most Recent Balance Sheet or acquired thereafter, free and clear of all Encumbrances other than any Permitted Encumbrances, except for those properties and assets consumed, transferred or otherwise disposed of in the ordinary course of business since the date of the Most Recent Balance Sheet.
(b) As of the date of this Agreement, and after giving effect to the Restructuring, all of the assets, Contracts, rights and properties used or held for use by the Company Group and its Subsidiaries constitute all of the assets, Contracts, rights and properties that are necessary for the conduct of the business of the Company Group and its Subsidiaries as presently conducted.
Assets; Sufficiency. (a) The Company owns and has good title to, or has a valid leasehold interest in, or license to use, all of its material machinery, equipment and other tangible personal property used for the conduct of the Business as currently conducted (collectively, the “Assets”), free and clear of all Liens (other than Permitted Liens).
(b) Except as set forth on Schedule 3.21(b), the Assets owned or leased by, or licensed to, the Company (together with the rights granted to Buyer and its Affiliates under this Agreement, the Ancillary Documents (including the Transition Services Agreement) and the services to be performed by Seller thereunder, the Business Employees and adequate working capital), constitute all of the Assets, rights and properties that are necessary for Buyer and its Affiliates (including the Company) to operate the Business substantially in the same manner as the Company operated as of immediately prior to the date hereof.
(c) Each Asset has been maintained substantially in accordance with industry maintenance standards and is in good operating condition, subject to reasonable wear and tear not caused by neglect and giving effect to age and usage.
(d) Schedule 3.21(d) sets forth all Assets that have been sold, since September 30, 2022.
Assets; Sufficiency. (a) Except as set forth on Schedule 3.20(a), the Acquired Company Assets constitute all of the assets and properties (including FCC Licenses), whether tangible or intangible, whether personal, real or mixed, wherever located, that are used primarily in the Business and are sufficient to conduct the Business in substantially the manner in which it is conducted on the date hereof and as of immediately prior to the Closing and has been conducted at all times since January 1, 2020.
(b) Except as set forth on Schedule 3.20(b), all material items of tangible personal property included in the Acquired Company Assets are in good operating condition, ordinary wear and tear excepted.
Assets; Sufficiency. (a) To Seller’s Knowledge, (i) VNBJ owns or otherwise has sufficient and legally enforceable rights to use all of the tangible assets that are used or held for use in connection with the conduct of its business (collectively, the “Assets”), and
