Sufficiency of and Title to the Assets. Upon consummation of the transactions contemplated by this Agreement, the Company will have sold, assigned, transferred and conveyed to Purchaser, free and clear of all Liens, other than Permitted Liens, all of the Assets, which constitute all of the properties and assets now held or employed by the Company primarily in connection with the Business (other than the Excluded Assets).
Sufficiency of and Title to the Assets. Upon consummation of the transactions contemplated by this Agreement, the Company will have sold, assigned, transferred and conveyed to Purchaser, free and clear of all Liens, other than Permitted Liens, all of the Assets, which constitute all of the properties and assets now held or employed by the Company primarily in connection with the Business (other than the Excluded Assets). Neither the Agreement for Property Acquisitions dated September 22, 1999 by and between the Company and the City of St. Xxxxxxx, Missouri nor the real property described in SECTION 1.01(b)(xvi) OF THE DISCLOSURE SCHEDULE has been used in the operation of the Business or is required to operate the Business in the future in the same manner as it has been conducted prior to the Effective Date.
Sufficiency of and Title to the Assets. The Assets constitute, and -------------------------------------- on the Closing Date will constitute, all of the assets or property used or held for use in the Business. Upon consummation of the transactions contemplated hereby, ARIS will have acquired good and marketable title in and to, or a valid leasehold interest in, each of the Assets, free and clear of all Liens, except for Permitted Liens.
Sufficiency of and Title to the Assets. (a) As of the date of this Agreement, the tangible RAI Assets are structurally sound, in operating condition, and adequate for the uses to which they are currently being put, in each case, subject to ordinary wear and tear.
Sufficiency of and Title to the Assets. (a) As of the date of this Agreement, the tangible Lorillard Assets are structurally sound, in operating condition, and adequate for the uses to which they are currently being put, in each case, subject to ordinary wear and tear.
Sufficiency of and Title to the Assets. Except for the Excluded Assets, the Assets constitute, and on the Closing Date will constitute, all of the assets or property used or held for use in the Business.
Sufficiency of and Title to the Assets. (a) The Assets and Transferred Assets will, together with the Ancillary Agreements and Third Party Rights and taking into account the benefits and burdens passed to the Acquiror pursuant to Section 2.03, constitute, as of the Closing Date, all of the assets, properties, rights and interests (including, without limitation, real property and tangible and intangible property) necessary for the Acquiror to conduct the Business immediately following the Closing in all material respects as it is conducted on the date of this Agreement and as the same is expected to be conducted on the Closing Date; provided, however, that this Section 3.11 shall not be deemed to be breached as a result of any action for which the Acquiror has provided its consent pursuant to Section 5.01.
Sufficiency of and Title to the Assets. Except as disclosed on Schedule 3.9, Illinois BB has good and marketable title to the BB Assets, free and clear of all Encumbrances other than Permitted Encumbrances. Upon consummation of the transaction contemplated hereby, Illinois LLC will have acquired good and marketable title in and to each of the owned BB Assets and valid leasehold interests in the leased BB Real Property and BB Equipment, in each case, free and clear of all Encumbrances, other than Permitted Encumbrances. Other than the BB Excluded Assets, the BB Assets constitute all of the, rights, assets and properties reasonably required to operate the BB Business in all material respects as it is currently conducted.
Sufficiency of and Title to the Assets. Except as disclosed on Schedule 4.9, each of the LLC Swap Parties has good and marketable title to the LLC Assets, free and clear of all Encumbrances other than Permitted Encumbrances. Upon consummation of the transaction contemplated hereby, (i) the BB Swap Parties will have acquired good and marketable title in and to each of the owned LLC-1 Assets and valid leasehold interests in the leased LLC-1 Real Property and LLC-1 Equipment, and (ii) Mediacom will have acquired good and marketable title to each of the owned LLC-2 Assets and valid leasehold interests in the LLC-2 Real Property and LLC-2 Equipment, in each case, free and clear of all Encumbrances, other than Permitted Encumbrances. Other than the LLC Excluded Assets, the LLC-1 Assets and the LLC-2 Assets constitute all of the rights, assets and properties reasonably required to operate the LLC-1 Business and the LLC-2 Business, respectively, in all material respects as each is currently conducted.
Sufficiency of and Title to the Assets. (a) The Assets constitute all of the assets or property used or held for use in the Business.
