Sufficiency and Condition of Purchased Assets Sample Clauses

Sufficiency and Condition of Purchased Assets. The Purchased Assets, --------------------------------------------- taken as a whole, constitute all the material properties and assets relating to or used or held for use in connection with the Business during the past 12 months (except for assets or rights sold, disposed of or consumed in the ordinary course of business and the Excluded Assets). Except for the Excluded Assets, there are no material assets or properties used primarily in the operation of the Business that, as of the Closing, will be owned by a Person other than the Seller that will not be licensed or leased to the Buyer under valid, current license arrangements or leases. All vehicles, equipment and other tangible assets and properties, taken as a whole and not individually, whether owned or leased, that are part of the Purchased Assets, are in good operating condition (ordinary wear and tear excepted), are usable in the ordinary course of business consistent with past practice, are free from any defects known to Seller, and, to Seller's knowledge, conform to all applicable regulations relating to their use and operations, except where the failure to be in good operating condition, free from defects known to Seller, usable in the ordinary course of business or in conformance with such regulations would not reasonably be expected to have a Material Adverse Effect.
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Sufficiency and Condition of Purchased Assets. As from the purchase of the Purchased Business by the Purchaser and its Affiliate on the Closing Date, the Purchaser will hold and benefit from all the Purchased Assets owned or leased by the Vendor as well as the rights, titles and interest required in order to continue operating the Purchased Business as it was operated by the Vendor prior to the Closing Date. All Purchased Assets owned and used by the Vendor in connection with the Purchased Business are in good operating condition and are in a state of good repair and maintenance. The Purchased Assets and their use by the Vendor and the Subsidiaries are in compliance with the Laws applicable thereto or to the use thereof.
Sample 1
Sufficiency and Condition of Purchased Assets. The Purchased Assets include all assets (including intangible assets) that are material to the operation of the CapMed Business. No maintenance outside the ordinary course of business is needed with respect to the Purchased Assets. None of the Purchased Assets, or the ownership or operation thereof, is in material violation of any law or other ordinance, code, rule or regulation. The Purchased Assets are in all respects in good condition and working order (reasonable wear and tear excepted).
Sample 1
Sufficiency and Condition of Purchased Assets. (a) The sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer and the designated Buyer Affiliates at the Closing as contemplated by this Agreement together with the rights to be granted to Buyer and its Affiliates under the Related Agreements will transfer to Buyer and the Buyer Affiliates, either directly or through the transfer of the CS Equity Interests, all of the material tangible and intangible assets and properties currently used in the Business (other than the Excluded Assets consisting of machining assets used to machine sidewall blocks) in substantially the same manner and to substantially the same extent as currently used by GTI and its subsidiaries (including the CS Companies).
Sample 1
Sufficiency and Condition of Purchased Assets. (a) Except as set forth on Schedule 3.25(a), the Purchased Assets and the Real Property, upon consummation of the transactions contemplated hereby, are sufficient to enable the Buyer to operate the Business after the Closing Date in the substantially same manner as the Business is presently conducted. All of the Purchased Assets are currently held by GG- TN and GG-GA. Except as set forth on Schedule 3.25(a), GG-GA and GG-TN have good and marketable title to, or valid leasehold interests in or other valid rights to use, free and clear of Encumbrances other than Permitted Encumbrances, the Purchased Assets.
Sample 1

Related to Sufficiency and Condition 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.

  • 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.

  • Conditions to Obligation of Purchaser The obligation of Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

  • Conditions Precedent to Obligation of Purchaser The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion:

  • 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.

  • 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;

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

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law):

  • Seller's Assignment of Purchased Receivables With respect to all Receivables repurchased by the Seller pursuant to this Agreement, the Purchaser shall assign, without recourse, representation or warranty, to the Seller all the Purchaser's right, title and interest in and to such Receivables, and all security and documents relating thereto.

  • Conditions of Purchase The Purchaser's obligation to purchase and pay for the FFELP Loans hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent:

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