Ownership; Sufficiency of Assets Sample Clauses

Ownership; Sufficiency of Assets. Seller has, and will transfer to Buyer on the Closing Date, good and valid, legal and beneficial title to the Purchased Assets, free and clear of all mortgages, liens, pledges, security interests, charges, easements, leases, subleases, licenses and other occupancy arrangements, covenants, rights of way, options, claims, restrictions, or encumbrances of any kind other than the Assumed Liabilities (collectively, “Liens”). The Purchased Assets constitute all the assets and properties used by Seller, and necessary to permit Buyer to conduct the operations of the Business in accordance with the past practices of Seller.
Sample 1
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Ownership; Sufficiency of Assets. HAI has good and valid, legal and beneficial title to all of its properties and assets, free and clear of all mortgages, liens, pledges, security interests, charges, easements, leases, subleases, licenses and other occupancy arrangements, covenants, rights of way, options, claims, restrictions, or encumbrances of any kind other than the current liabilities reflected in the Closing Statement and included in the calculation of Closing Working Capital (collectively, “Liens”). The current assets of HAI as of the Closing Date will include all of the assets, in sufficient condition and quantity, to permit HAI to adequately operate the Business immediately upon the Closing in the ordinary course of business and consistent with the past practices of HAI.
Sample 1
Ownership; Sufficiency of Assets. Seller has, and will transfer to Buyer on the Closing Date, good and valid, legal and beneficial title to the Purchased Assets, free and clear of all mortgages, liens, pledges, security interests, charges, easements, leases, subleases, licenses and other occupancy arrangements, covenants, rights of way, options, claims, restrictions, or encumbrances of any kind other than the Assumed Liabilities (collectively, “Liens”). Seller will transfer to Advantage Reimbursement, LLC on the Closing Date, all right, title and interest (either Seller or Advantage Reimbursement, Inc. has good and valid, legal and beneficial title) to the Advantage Reimbursement Performed Contracts, free and clear of all Liens. The Purchased Assets constitute all the assets and properties used by Seller, and necessary to permit Buyer to conduct the operations of the Business in accordance with the past practices of Seller.
Sample 1
Ownership; Sufficiency of Assets. The Company has, and will transfer, assign or sublicense to the Purchaser pursuant to this Agreement, good and valid, legal and beneficial title to the Assets, free and clear of all Liens. In this Agreement, "Liens" means all mortgages, liens, pledges, security interests, charges, easements, leases, subleases, licenses and other occupancy arrangements, covenants, rights of way, options, imperfections of title, claims, restrictions, or encumbrances of any kind other than any of the foregoing that (1) relate to the Assumed Liabilities, (2) are reflected on, accrued for, reserved against or otherwise provided for in the Company Financial Statements or that arose since the date of the most recent balance sheet included in the Company Financial Statements in the in the ordinary course of business, (3) relate to Taxes and general and special assessments not in default and payable without penalty and interest, or (4) are set forth in the Company Disclosure Schedule. Other than the Best Source Contracts, the Assets constitute all the assets and properties necessary to permit the Purchaser to conduct the Business immediately after the date hereof in the same manner as the Company has conducted the Business immediately prior to the date hereof.
Sample 1
Ownership; Sufficiency of Assets. The Company has, and will transfer, assign or sublicense to the Purchaser pursuant to this Agreement, good and valid, legal and beneficial title to the Assets, free and clear of all mortgages, liens, pledges, security interests, charges, easements, leases, subleases, licenses and other occupancy arrangements, covenants, rights of way, options, claims, restrictions, or encumbrances of any kind (collectively, "LIENS") other than the Assumed Liabilities. The Assets constitute all the assets and properties necessary to permit the Purchaser to conduct the Business immediately after the date hereof in the same manner as the Company has conducted the Business immediately prior to the date hereof.
Sample 1

Related to Ownership; Sufficiency of Assets

  • Sufficiency of Assets The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business in the manner presently operated by Seller, and (b) include all of the operating assets of Seller.

  • Title to Assets; Sufficiency of Assets (a) GFI and the Subsidiaries of GFI have good and valid title to, or valid leasehold interests in, and immediately following the consummation of the Transactions and after giving effect thereto, the CME Retained Subsidiaries will have good and valid title to, or valid leasehold interests in or valid right to use, all material assets, properties and rights of the Trayport Business and the FENICS Business, free and clear of Liens other than Permitted Liens.

  • Title to and Sufficiency of Assets Each Target Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests, (c) Liens specifically identified on the balance sheet as of the Interim Balance Sheet Date included in the Company Financials and (d) Liens set forth on Schedule 4.17. The assets (including Intellectual Property rights and contractual rights) of the Target Companies constitute all of the material assets, rights and properties that are currently used in the operation of the businesses of the Target Companies as it is now conducted or that are used or held by the Target Companies for use in the operation of the businesses of the Target Companies, and taken together, are adequate and sufficient for the operation of the businesses of the Target Companies as currently conducted.

  • Condition and Sufficiency of Assets The buildings, plants, structures, and equipment of the Acquired 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, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The building, plants, structures, and equipment of the Acquired Companies are sufficient for the continued conduct of the Acquired Companies' businesses after the Closing in substantially the same manner as conducted prior to the Closing.

  • Adequacy of Assets 6.7 (a) The assets of each Target Company and the facilities and services to which each Target Company has a contractual right include all rights, properties, assets, facilities and services necessary or desirable for the carrying on of the business of that Target Company in the manner in which it is currently carried on.

  • Sufficiency of Consideration Executive hereby acknowledges and agrees that Executive has received good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in this Release.

  • Disposal of Assets or Subsidiary Stock Borrower will not and will -------------------------------------- not permit any of its Restricted Subsidiaries directly or indirectly to: convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of transactions, any of its property, business or assets, or the capital stock of or other equity interests in any of its Subsidiaries, whether now owned or hereafter acquired, except for (i) bona fide sales of inventory to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business; (ii) fair market value sales of Cash Equivalents; (iii) dispositions among Borrower, LA Unwired and Unwired Telecom or by Texas Unwired to Borrower, LA Unwired or Unwired Telecom; (iv) dispositions by LA Unwired of Licenses not covering the Service Areas; and (v) all other Asset Dispositions if all of the following conditions are met: (a) the aggregate market value of assets sold in any one transaction or series of related transactions does not exceed $250,000; (b) the aggregate market value of assets (including such assets but excluding any assets sold pursuant to clauses (i) through (v) above inclusive) sold or otherwise disposed of in the immediately preceding 12-month period does not exceed $1,000,000 in the aggregate for Borrower and its Restricted Subsidiaries; (c) the consideration received is at least equal to the fair market value of such assets; (d) the sole consideration received is cash; (e) after giving effect to the sale or other disposition of such assets, Borrower, on a consolidated basis with the Restricted Subsidiaries as set forth in Section 4, but excluding the Unrestricted Subsidiary, is in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended month for which information is available and Borrower is in compliance with all other terms and conditions contained in this Agreement; and (f) no Default or Event of Default then exists or shall result from such sale or other disposition.

  • No disposal of assets The Borrower will not transfer, lease or otherwise dispose of:

  • Ownership of Assets of the Trust Title to all of the assets of the Trust shall at all times be considered as vested in the Trust, except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other Person as nominee, on such terms as the Trustees may determine. Upon the resignation, incompetency, bankruptcy, removal, or death of a Trustee he or she shall automatically cease to have any such title in any of the Trust Property, and the title of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered. The Trustees may determine that the Trust or the Trustees, acting for and on behalf of the Trust, shall be deemed to hold beneficial ownership of any income earned on the securities owned by the Trust, whether domestic or foreign.

  • Disposal of Assets Other than Permitted Dispositions, convey, sell, lease, license, assign, transfer, or otherwise dispose of any of the assets of any Borrower.

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