Common use of Sufficiency and Condition of Purchased Assets Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hollywood Park Inc/New/), Asset Purchase Agreement (Hollywood Park Inc/New/)

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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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Penn National Gaming Inc)

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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 131 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Penn National Gaming Inc)

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