Completeness of Purchased Assets Sample Clauses

Completeness of Purchased Assets. The Purchased Assets constitute all assets necessary for 3M, or used by 3M in, the conduct of the Business, particularly the manufacture of the 3M Products, except those assets identified on Schedule 2.02 as the Excluded Assets or intellectual property, which is governed by Article VI.
Sample 1
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Completeness of Purchased Assets. The Purchased Assets constitute all assets necessary for 3M or used by 3M in the conduct of the Business, particularly the manufacture of the 3M Products, except those assets identified on Schedule 2.02 as the Excluded Assets or intellectual property, which is governed by Article VI, or those products supplied by 3M's New Ulm plant, with such products to be provided in the Supply Agreement. Moreover, the Purchased Assets include all assets necessary for 3M or used by 3M in production and testing processes of the Business at Irvine, California.
Sample 1
Completeness of Purchased Assets. The Purchased Assets, together with the Intellectual Property rights licensed to Buyer under the License and Drawing Rights Agreement, constitute all of the assets, rights, privileges and properties necessary for Buyer to conduct the Business in substantially the same manner immediately following the Closing as currently conducted by Seller, except that Buyer acknowledges that it is not purchasing any real property, manufacturing equipment or manufacturing Contracts or any other Excluded Assets that are necessary for Buyer to conduct the Business.
Sample 1
Completeness of Purchased Assets. The Purchased Assets shall ----------------------------------- comprise all of the group contracts, individual member contracts, provider contracts, agent/broker contracts, and all other contracts related to SafeGuard's prepaid dental plan in Arizona as set forth in Exhibit A.
Sample 1

Related to Completeness of Purchased Assets

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Delivery of Purchased Assets The Seller shall have delivered possession of the Purchased Assets to the Purchaser, and shall have made all intangible Purchased Assets available to the Purchaser.

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • Sufficiency of Purchased Assets The Purchased Assets include all right, title and interest of Seller in and to all assets, properties and rights of Seller or necessary for or used in the operation of Seller's business, other than the Excluded Assets.

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