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. 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 constitute all of the assets or property used or held for use in connection with the operation of the System, except the Excluded Assets.
(b) Upon consummation of the transactions contemplated hereby, Buyer 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.
(c) The System constitutes a fully operational cable television system with all material assets, properties, licenses, permits, consents, certificates, operating rights, leases, easements, licenses, rights-of-way, agreements, commitments and arrangements and all Authorizations and franchises necessary to operate in accordance with Legal Requirements and maintain the same.
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.
(b) The RAI 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 2.02, constitute all of the assets, properties, rights and interests (including real property and tangible and intangible property) necessary for the Acquiror to conduct the PR Business immediately following the Closing in all material respects as the same is conducted on the date of this Agreement and as of immediately prior to the Closing.
(i) Except for Permitted Liens, the RAI Asset Owners have good and marketable title to the RAI Assets, free and clear of all Liens; and (ii) on the Closing Date, assuming the Lorillard Asset Owners have free and clear title to the Lorillard Assets owned, held or used by them, the Sellers shall have good and marketable title to, or valid leasehold interests in, all of the Transferred 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 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.
(b) The Lorillard 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 2.02, constitute all of the assets, properties, rights and interests (including real property and tangible and intangible property) necessary for the Acquiror to conduct the blu Brand Business and the Maverick Brand Business and to operate the Greensboro Facility and the Danville Facility immediately following the Closing in all material respects as the same is conducted on the date of this Agreement and as of immediately prior to the Closing.
(c) Except for Permitted Liens, the Lorillard Asset Owners have good and marketable title to the Lorillard Assets free and clear of all Liens.
Sufficiency of and Title to the Assets. (a) All Sellers and Witco Surfactants have the right to sell, assign, transfer and convey, and upon consummation of the transactions contemplated by this Agreement will have transferred to Buyer, good and valid title to all the Purchased Assets and Subsidiary Shares and an undivided title interest, with Sellers, in the Purchased Co-Assets, in each case free and clear of all liens, encumbrances, charges, equities and claims of every kind ("Liens"), except (x) Permitted Liens, (y) as set forth on Schedules 5.6(a), (b) and (c) and subject to obtaining any authorizations, exemptions and consents listed on Schedule 5.11 and (z) in the case of Purchased Co-Assets, Sellers' undivided interest therein.
(b) The Purchased Assets, Subsidiary Shares and Purchased Co-Assets constitute and will constitute all the assets (other than the Excluded Assets) used or held for use in the Total 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.
(b) Except for Permitted Liens or Liens created by or through the Acquiror or any of its Affiliates, the Assets and Transferred Assets (other than Real Property which is the subject of Section 3.16) are owned by or otherwise made available to the Asset Sellers or the Business Subsidiaries, as the case may be, free and clear of all Liens.
Sufficiency of and Title to the Assets. (a) The Seller has good and valid title to all of the Assets, in each case, free and clear of all Liens, other than Permitted Liens, except where the failure to have such good and valid title would not reasonably be expected to result in a Seller Material Adverse Effect. Upon consummation of the Acquisition and the other transactions contemplated by the Transaction Documents, the Buyer will acquire good and valid title to the Assets, in each case free and clear of all Liens, other than Permitted Liens, except as would not, individually or in the aggregate, result in a Seller Material Adverse Effect. Neither Parent nor any of its Subsidiaries (other than the Seller) owns or has any right, title to interest to any asset that would be a material Asset if held by Seller as of the Closing.
(b) Except for the Retained Assets set forth in Sections 1.03(a)(i), (ii), (iv), (ix), (x), (xix) and (xxii), the Assets, together with the rights, services and other benefits made available by the Seller or its Affiliates pursuant to the Transition Services Agreement (but solely to the extent such rights, services and other benefits are expressly set forth in the schedules to the Transition Services Agreement), constitute all of the material assets, properties and rights used or held for use in the operation and conduct of the Acquired Business and are sufficient for the operation and conduct of the Acquired Business immediately following the Closing in substantially the same manner as conducted by the Seller or its Affiliates during the 12-month period prior to the date hereof in all material respects.
(c) All Personal Property included in the Assets is in good operating condition and repair (subject to reasonable wear and tear consistent with the age of such Personal Property) and is suitable for the purposes which it is presently used, except as would not reasonably be expected to result in a Seller Material Adverse Effect. #93878383v22
(d) There are no developments affecting any of the Assets pending or, to the Knowledge of the Seller threatened, which would reasonably be expected to materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of such Assets, except as would not reasonably be expected to result in a Seller Material Adverse Effect.
(e) None of the Assets is an equity interest in an Entity.
