Sufficiency and Condition of Assets. The assets of each of the Issuers and the Subsidiary Guarantors include all of the assets and properties necessary or required in, or otherwise material to, the conduct of the businesses of each of them as currently conducted and as proposed to be conducted, and such assets are in working condition, except where the failure of such assets to be in working condition would not, singly or in the aggregate, have a Material Adverse Effect.
Sufficiency and Condition of Assets. The Company Assets are adequate to conduct the Business as it is presently being conducted, and will be adequate to enable Buyer to continue to conduct the Business as it is presently being conducted. The Company Assets are in good operating condition and repair, normal wear and tear excepted, are suitable for the uses intended therefor, are free from any latent defects and have been maintained in accordance with normal industry practice.
Sufficiency and Condition of Assets. The assets owned, licensed or leased by the Company constitute all of the property and assets necessary to carry on the Business as it is currently carried on, are free of material defects and include all proprietary rights, Intellectual and Industrial Property Rights and other property and assets, tangible and intangible, used in connection with the Business. All material tangible assets used in the Business are in good operating condition and in a state of good repair and maintenance, except only for reasonable wear and tear. All tangible assets used in the Business, other than inventory, motor vehicles and equipment in transit, are located on the Leased Property.
Sufficiency and Condition of Assets. The assets and properties of the Company, including the assets and properties used or held by the Company pursuant to leases, licenses and other Contracts, constitute all of the assets and properties sufficient and necessary for the conduct of the CID Business as it is currently conducted. All of the equipment and other tangible personal property of the Company are in good operating condition and repair, and are adequate for the uses to which they are being put, and none are in need of replacement or maintenance or repairs, except for ordinary, routine replacement, maintenance and repairs that are not material in nature or cost. In the past twelve (12) months, the Company has not changed any of its policies with respect to the timing of repairs and maintenance with respect to its tangible personal property. Stock Purchase Agreement
Sufficiency and Condition of Assets. The assets of the Company and the Subsidiaries will include all of the assets and properties necessary or required in, or otherwise material to, the conduct of the businesses of each of them as currently conducted and as proposed to be conducted, and such assets are in working condition, except where the failure of such assets to be in working condition would not, singly or in the aggregate, have a Material Adverse Effect.
Sufficiency and Condition of Assets. The assets of the Company and its Subsidiaries are sufficient and adequate to carry on their respective businesses as presently conducted.
Sufficiency and Condition of Assets. To the knowledge of the Company, all tangible properties and assets that have an assigned value owned or leased by the Company and contained in the Transferred Assets are in good operating condition and repair, ordinary wear and tear excepted, have been well maintained, and conform with all applicable laws, statutes, ordinances, rules and regulations, other than as disclosed on Schedule 3.9.
Sufficiency and Condition of Assets. At the Closing, (a) taking into account and giving effect to the Ancillary Agreements (including those services that are expressly excluded thereunder), (b) after giving effect to the Seller Restructuring Transactions and the Bifurcation, and (c) assuming all consents, authorizations, assignments, amendments and Permits referred to in Section 3.4 of the Seller Disclosure Schedule (and the termination of the HSR Act) have been obtained or granted, (i) the Transferred Entities shall own or have the right to use (including by means of ownership of rights pursuant to licenses or other Contracts) all of the assets, properties (including real property) and rights (excluding the Excluded Assets and any Contracts with respect to Overhead and Shared Services), free and clear of all Liens (other than Permitted Liens) necessary to conduct the Business in substantially the same manner in all material respects as conducted as of immediately prior to the date hereof and as of the Closing; and (ii) the Transferred Entities conduct no business other than the Business. The Facilities are in good working order and condition, ordinary wear and tear excepted, except where the failure to be in good working order and condition would not reasonably be expected to be material to the Business and the Transferred Entities, taken as a whole.
Sufficiency and Condition of Assets. All of the material tangible personal property (other than Inventory included in the tangible and intangible assets owned, licensed or leased by Romeo and its Subsidiaries) (i) are in all material respects adequate and suitable for their present uses, (ii) are in good working order, operating condition and state of repair (ordinary wear and tear excepted), and (iii) have been maintained in all material respects in accordance with normal industry practice.
Sufficiency and Condition of Assets. (a) The Peabody Contributed Assets, together with the Peabody Retained IP and the services to be provided to the JV Company by the Operator (as defined in the LLC Agreement) pursuant to the LLC Agreement, constitute all property and other rights necessary to operate and conduct the Peabody Business in substantially the same manner as it is currently being operated and conducted.
