Completeness of Assets. The Acquired Assets, and Assigned Contracts include, and at the Closing will include, all rights and property necessary to the conduct of the Business after the Closing substantially in the same manner as it was conducted prior to the Closing, except to the extent of the use of the Excluded Assets in the Business.
Completeness of Assets. The Nonmedical Assets, together with the Medical Assets, include all the properties used to conduct the Practice as presently conducted.
Completeness of Assets. The Assets include all the properties used to conduct the business of the Company as presently conducted.
Completeness of Assets. The Purchased Assets, except for the Excluded Assets, comprise all of the assets which are necessary to conduct the Business in the manner that it has been previously conducted.
Completeness of Assets. The Non-optical Assets together with the Optical Assets, include all the properties used to conduct the business of the Company as presently conducted.
Completeness of Assets. (a) Except for the Excluded Assets, the information technology systems, infrastructure and software retained by Seller pursuant to the Transition Services Agreement and as set forth in Schedule 3.4(a), the Purchased Assets, together with the rights granted to Buyer pursuant to this Agreement and the Transaction Documents, and any other agreements to be entered into pursuant hereto or thereto, will constitute on the Closing Date all of the assets and rights (other than employees) used by Seller and the Selling Subsidiaries to conduct the Patient Monitoring Business in the same manner as such business is currently conducted by Seller and the Selling Subsidiaries.
(b) The tangible assets included in the Purchased Assets, taken as a whole, have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear and other impairments of value which do not materially interfere with the use of such assets in the ordinary course of business), and are suitable for the purposes for which they are presently used.
Completeness of Assets. The Assets, including the technology covered by the Proprietary Rights and the Customer Property, constitute all of the personal property and intangible rights necessary or used to operate the Seller's business at the Locations.
Completeness of Assets. The Division Assets (including, without limitation Software Products and Division Proprietary Rights being transferred to Purchaser and its Affiliates pursuant to this Agreement), the services to be made available to Purchaser and its Affiliates pursuant to the Transition Services Agreement and the other rights being made available to Purchaser and its Affiliates pursuant to this Agreement or the Proprietary Rights Agreement constitute all the assets and services used by Seller and its Affiliates in operating the Business of the Division as it is currently operated by Seller and its Affiliates (exclusive of those services which Seller has made available, but Purchaser has elected not to receive, pursuant to the Transition Services Agreement). The price or cost of each service to be provided to Purchaser and its Affiliates under the Transition Services Agreement does not exceed the historical price or cost of such service as reflected in the Financial Statements (assuming the same levels of activity during the applicable period).
Completeness of Assets. (a) Except for the Excluded Assets and as set forth on Schedule 3.4(a), the Purchased Assets, together with the rights granted to Buyer pursuant to this Agreement and the Transaction Documents, are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted immediately prior to the Closing and constitute all of the assets and rights (other than employees) necessary to conduct the Business in substantially the same manner as currently conducted.
(b) The tangible assets included in the Purchased Assets, taken as a whole, are in good operating condition and repair (subject to normal wear and tear and other impairments of value which do not materially interfere with the use of such assets in the ordinary course of business).
Completeness of Assets. The following is made (i) to the best of ---------------------- Seller's knowledge on the date hereof and (ii) without such qualification as of the Closing Date: The Assets constitute all of the assets used in the operation of the System as it is now conducted (other than Excluded Assets and normal dispositions of property in the ordinary course, provided that such dispositions are replaced with comparable or better replacement assets).
