NATURE AND CONDITION OF ASSETS Sample Clauses

NATURE AND CONDITION OF ASSETS. Schedule 3.11 sets forth an accurate and complete description of the assets of the Companies to be transferred to Purchaser hereunder (collectively, "Transferred Assets"). All items of tangible and intangible property, rights and interests, of the Companies, or either, of any nature whatsoever, including the proceeds from any such items of property, rights and interests, wherever located and in whatever form, not specifically identified as Transferred Assets hereunder, together with all vested and contingent, known and unknown, liabilities of the Companies existing as of the close of business on the Closing Date, are and shall remain the property of Seller, whether or not specifically identified on a particular Schedule; provided, however, that the liability of the Companies for certain liabilities owed to Seller by the Companies, or either, shall remain a liability of Purchaser to be satisfied in the manner provided in the Assumed Note.
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NATURE AND CONDITION OF ASSETS. The description of the Assets set forth on Schedule 2.1 of the Seller Disclosure Schedule is an accurate and complete description of all material Assets used in the conduct of the Business. The Assets are in good condition and repair, except for normal wear and tear, and are adequate for the uses to which each is being put by Seller. All equipment, computer hardware, fixtures, parts and supplies are of good and merchantable quality, useable in accordance with customary business practices in the ordinary course of business.
Sample 1
NATURE AND CONDITION OF ASSETS. The description of the Assets set forth on Schedule 2.1 to the Disclosure Memorandum is an accurate and complete description of all material Assets used in the conduct of the Business, except for the Excluded Assets. The Assets
Sample 1
NATURE AND CONDITION OF ASSETS. The description of the Assets set forth on Schedule 2.1 is an accurate and complete description of all Assets used in the conduct of the Business. The Assets are in good condition and repair, except for normal wear and tear, and are adequate for the uses to which each is being put by Seller. All equipment, computer hardware, fixtures, parts and supplies are of good and merchantable quality, and are useable in the conduct and operation of the Business in the ordinary course of its business.
Sample 1
NATURE AND CONDITION OF ASSETS. The description of the Assets set forth on Schedule 2.1 is an accurate and complete description of all material Assets used in the conduct of the Business, except for the Excluded Assets. The Assets are in good condition and repair, except for normal wear and tear, and are adequate for the uses to which each is being put by Seller. All inventories of finished goods, work in process, parts and supplies are of good and merchantable quality, saleable or useable in accordance with customary business practices within a reasonable period of time in the ordinary course of business.
Sample 1

Related to NATURE AND CONDITION OF ASSETS

  • Condition of Assets 4 2.10 TITLE TO AND ENCUMBRANCES ON PROPERTY . . . . . . . . . . . . . . . . . . 4 2.11 INVENTORIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.12 INTELLECTUAL PROPERTY RIGHTS; NAMES . . . . . . . . . . . . . . . . . . . 4 2.13

  • Title to and Condition of Assets Seller has good and marketable title to (or, with respect to any Assets that are leased, a valid leasehold interest in) all of the Assets to be acquired by TJC at the Closing, free from any liens, adverse claims, security interest, rights of other parties or like encumbrances of any nature. The Assets consisting of physical property are in good condition and working order, normal wear and tear excepted, and function properly for their intended uses.

  • Title and Condition of Assets Except for Lessee's leasehold interest in the Lease, the Lessee has good, marketable and legal title to its properties and assets. The Lessee has a good and valid leasehold interest in the Lease.

  • Description of Assets Upon the terms and subject to the conditions set forth in this Agreement, Seller does hereby grant, convey, sell, transfer and assign to Buyer all of its right, title and interest in and to all of the assets, properties and contractual rights owned by Seller or used by Seller in connection with the Business, wherever located, except for the Excluded Assets (as hereinafter defined), including, but not limited to, the following:

  • Preservation of Assets Each Obligor shall (and the Company shall ensure that each member of the Restricted Group will) maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary in the conduct of its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

  • Location of Assets Neither any Obligor nor any Specified Entity carries on business, has an office or owns any properties or assets located, outside of the Permitted Jurisdictions.

  • Ownership and Condition of Assets (a) The Seller is the true and lawful owner, and has good title to, all of the Acquired Assets, free and clear of all Security Interests, except as set forth in Section 2.10(a)(i) of the Disclosure Schedule. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii), the Buyer will become the true and lawful owner of, and will receive good title to, the Acquired Assets, free and clear of all Security Interests other than those set forth in Section 2.10(a)(ii) of the Disclosure Schedule.

  • Disposition of Assets To sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the assets of the Trust;

  • Acquisition of Assets In the event the Company or any Subsidiary acquires any assets or other properties, such assets or properties shall constitute a part of the Collateral (as defined in the Security Agreement) and the Company shall take all action necessary to perfect the Purchasers’ security interest in such assets or properties pursuant to the Security Agreement.

  • Limitation on Disposition of Assets The Company is, subject to certain conditions, obligated to make an offer to purchase Securities at 100% of their principal amount plus accrued and unpaid interest to the date of repurchase with certain net cash proceeds of certain sales or other dispositions of assets in accordance with the Indenture.

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