Common use of Condition and Sufficiency of Assets Clause in Contracts

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target Company, together with all other properties and assets of the Target Company, are sufficient for the continued conduct of the Target Company’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company as currently conducted.

Appears in 6 contracts

Samples: Equity Purchase Agreement (AIRO Group, Inc.), Equity Purchase Agreement (AIRO Group, Inc.), Agreement and Plan of Merger (AIRO Group, Inc.)

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Condition and Sufficiency of Assets. Except as set forth in Section 3.11 3.11(c) of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of each member of the Target Company Group are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by each member of the Target CompanyCompany Group, together with all other properties and assets of the Target Companysuch entity, are sufficient for the continued conduct of the Target Company’s its business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the its business of the Target Company as currently conducted.

Appears in 4 contracts

Samples: Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Document Security Systems Inc)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target Company, together with all other properties and assets of the Target Company, are sufficient for the continued conduct of the Target Company’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company as currently conducted.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Mobiquity Technologies, Inc.), Membership Interest Purchase Agreement (Multimedia Platforms Inc.), Stock Purchase Agreement (Lannett Co Inc)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 4.11 of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company Xxxxxx are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target CompanyXxxxxx, together with all other properties and assets of the Target CompanyXxxxxx, are sufficient for the continued conduct of the Target Company’s Xxxxxx'x business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company Xxxxxx as currently conducted.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Digital Brands Group, Inc.), Agreement and Plan of Merger (Denim LA, Inc.)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 3.12 of the Disclosure Schedules, to the Companies’ Knowledge, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company Companies are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target CompanyCompanies, together with all other properties and assets of the Target CompanyCompanies, are sufficient for the continued conduct of the Target Company’s business Companies’ businesses after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company Companies as currently conducted.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (United Insurance Holdings Corp.), Agreement and Plan of Merger (United Insurance Holdings Corp.)

Condition and Sufficiency of Assets. Except as set forth in Section Schedule 3.11 of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target Company, together with all other properties and assets of the Target Company, are sufficient for the continued conduct of the Target Company’s business after the First Closing in substantially the same manner as conducted prior to the First Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company as currently conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Par Technology Corp)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target Company, together with all other properties and assets of the Target Company, are sufficient for the continued conduct of the Target Company’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary used to conduct the business of the Target Company as currently conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AIRO Group, Inc.)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target Company, together with all other properties and assets of the Target CompanyCompany (including the Real Property), are sufficient for the continued conduct of the Target Company’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company as currently conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Unitil Corp)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 of the Disclosure Schedules, the The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company Buyer are structurally sound, are in good operating condition and repairrepair (normal wear and use excepted), and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is is, to the best of Buyer’s knowledge, in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target CompanyBuyer, together with all other properties and assets of the Target CompanyBuyer, are sufficient for the continued conduct of the Target CompanyBuyer’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company Buyer as currently conducted.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Life on Earth, Inc.)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 5.14 of the Disclosure SchedulesSchedule, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company are structurally sound, are in good operating condition and repairrepair (normal wear and tear excepted), and are adequate for the uses to which they are currently being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target Company, together with all other properties and assets of the Target Company, are sufficient for the continued conduct of the Target Company’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets reasonably necessary to conduct the business of the Target Company as currently conducted.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (TTEC Holdings, Inc.)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 3.12 of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target Company, together with all other properties and assets of the Target Company, are sufficient for the continued conduct of the Target Company’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company as currently conducted.

Appears in 1 contract

Samples: Stock Purchase and Redemption Agreement (P&f Industries Inc)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, put and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target Company, together with all other properties and assets of the Target Company, are sufficient for the continued conduct of the Target Company’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company as currently conducted.. ​ ​

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Digital Brands Group, Inc.)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 of the Disclosure Schedules, the The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company Group Companies are structurally sound, are in good operating condition and repair, in each case, in all material respects, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target CompanyGroup Companies, together with all other properties and assets of the Target CompanyGroup Companies, are sufficient for the continued conduct of the Target Company’s Group Companies’ business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company Group Companies as currently conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 4.11 of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target Company, together with all other properties and assets of the Target Company, are sufficient for the continued conduct of the Target Company’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company as currently conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (VistaGen Therapeutics, Inc.)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles vehicles, and other items of tangible personal property of the Target each Acquired Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles vehicles, and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles vehicles, and other items of tangible personal property currently owned or leased by the Target each Acquired Company, together with all other properties and assets of the Target such Acquired Company, are sufficient for the continued conduct of the Target such Acquired Company’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property property, and assets necessary to conduct the business of the Target such Acquired Company as currently conducted.

Appears in 1 contract

Samples: Share Purchase Agreement (Allied Motion Technologies Inc)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target Company, together with all other properties and assets of the Target Company, are sufficient for the continued conduct of the Target Company’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company as currently conducted. For avoidance of doubt, this Section 3.11 shall not apply to Intellectual Property.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Sunworks, Inc.)

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Condition and Sufficiency of Assets. Except as set forth in Section 3.11 4.11 of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company Xxxxxx are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target CompanyXxxxxx, together with all other properties and assets of the Target CompanyXxxxxx, are sufficient for the continued conduct of the Target Company’s Xxxxxx'x business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company Xxxxxx as currently conducted.. ​ ​

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital Brands Group, Inc.)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 of the Disclosure SchedulesTo Sellers’ Knowledge, the Leased Real Property, buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company Companies are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target CompanyCompanies, together with all other properties and assets of the Target CompanyCompanies, are sufficient for the continued conduct of the Target Company’s Companies’ business after the Closing in substantially the same manner as currently conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company Companies as currently conducted.

Appears in 1 contract

Samples: Equity Purchase Agreement (Us Concrete Inc)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 3.12 of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company Company, taken as a whole, are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target Company, together with all other properties and assets of the Target Company, are sufficient for the continued conduct of the Target Company’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary in all material respects to conduct the business of the Target Company as currently conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ChaSerg Technology Acquisition Corp)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target Company, together with all other properties and assets of the Target Company, are sufficient for the continued conduct of the Target Company’s 's business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company as currently conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Denim LA, Inc.)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 of the Disclosure SchedulesSchedule 4.12, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company Cocrystal are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target CompanyCocrystal, together with all other properties and assets of the Target CompanyCocrystal, are sufficient for the continued conduct of the Target CompanyCocrystal’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company Cocrystal as currently conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cocrystal Pharma, Inc.)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and and, to the Company’s Knowledge, none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target Company, together with all other properties and assets of the Target Company, are sufficient for the continued conduct of the Target Company’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company as currently conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SRAX, Inc.)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company Corporation are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target CompanyCorporation, together with all other properties and assets Assets of the Target CompanyCorporation, are sufficient for the continued conduct of the Target CompanyCorporation’s business Business after the Closing in substantially the same manner as conducted prior to before the Closing and constitute all of the rights, property and assets necessary to conduct the business Business of the Target Company Corporation as currently conducted.

Appears in 1 contract

Samples: Share Purchase Agreement (Vision Marine Technologies Inc.)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 of the Disclosure SchedulesSchedule 3.11, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company Cocrystal are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target CompanyCocrystal, together with all other properties and assets of the Target CompanyCocrystal, are sufficient for the continued conduct of the Target CompanyCocrystal’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company Cocrystal as currently conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Biozone Pharmaceuticals, Inc.)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 3.12 of the Company Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of owned by the Target Company are structurally sound, are in good operating condition and repair, and repair that are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target Company, together with all other properties and assets of the Target Company, are sufficient for the continued conduct of the Target Company’s 's business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company as currently conductedClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Zynex Inc)

Condition and Sufficiency of Assets. Except as set forth in Section 3.11 of the Company Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Target Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and and, to the Company’s Knowledge, none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Target Company, together with all other properties and assets of the Target Company, are sufficient for the continued conduct of the Target Company’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Target Company as currently conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SRAX, Inc.)

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