Sufficiency of Assets. The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business in the manner presently operated by Seller, and (b) include all of the operating assets of Seller.
Sufficiency of Assets. The Purchased Assets are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.
Sufficiency of Assets. Except for the Excluded Assets, the Acquired Assets constitute all of the properties, assets and rights used by the Sellers to conduct the Business as currently conducted by Sellers.
Sufficiency of Assets. Except as set forth in Schedule 3.4, the Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business in the manner presently operated by Seller and (b) include all of the operating assets of Seller, other than the Excluded Assets.
Sufficiency of Assets. The assets set forth in the Financial Statements (as defined in Section 2.11 hereinbelow) include all the assets and properties used or employed in the business presently conducted by the Corporation. Immediately after the consummation of the transactions contemplated by this Agreement to be effected at the Closing, the Corporation will (i) have all right, title, and interest in and to, or will have a valid right to use, without liability to third party(ies), such assets and properties; and (ii) have all assets, rights, employees, subcontractors and other persons and items which are reasonably necessary to carry on the business and operations of the Corporation after the Closing Date in substantially the same manner as presently conducted by the Corporation.
Sufficiency of Assets. The Sellers and Purchased Entities have, and (except for assets sold or otherwise disposed of in the ordinary course of business after the date hereof in compliance with Section 6.1 hereof) on the Closing Date will have, all of the rights, title and interest to all tangible Purchased Assets and all tangible assets of the Purchased Entities, free and clear of any mortgage, lien, pledge, security interest, option, right of first refusal, right of first offer, or similar charges (“Liens”), other than Permitted Encumbrances. Subject to the last sentence of this Section 4.17, except as set forth in Section 4.17 of the Disclosure Schedule (but including the goods and services provided by the Sellers and their Affiliates under the Ancillary Agreements and Section 6.3 of this Agreement), the Purchased Assets and the assets of the Purchased Entities constitute all of the material assets (real, personal, tangible, intangible or otherwise) used or held for use in the Business as it is currently operated and are sufficient in all material respects to conduct and operate the Business from and after the Closing Date in the same manner as currently conducted. Notwithstanding the foregoing, the immediately preceding sentence does not apply to Intellectual Property. With respect to Intellectual Property, the Sellers represent and warrant only that the Acquired Intellectual Property together with the Intellectual Property licensed to Purchaser under the Intellectual Property License Agreement constitutes all the Intellectual Property necessary to make, use and sell the Existing Products; provided that the Sellers make no representation or warranty with respect to any Intellectual Property to the extent associated with Excluded Products. Except as set forth in Section 4.17 of the Disclosure Schedule, none of the Sellers’ Affiliates own, utilize or have an interest in any material assets of, perform any material services for, or on behalf of, or provide any material group purchasing benefits to, or with respect to, the Business. Notwithstanding the foregoing, the representations and warranties contained in this Section 4.17 do not apply to infringement or misappropriation of any Intellectual Property arising in connection with the conduct or operation of the Business, all representations and warranties related thereto being covered in their entirety and exclusively under Section 4.8.
Sufficiency of Assets. The Assets constitute all of the assets necessary to conduct the Business in a manner materially consistent with the Financial and Operational Information.
Sufficiency of Assets. Other than as set forth on Schedule 5.28, the Purchased Assets constitute all of the assets necessary to conduct the Business as it is conducted as of the date of this Agreement. Other than as set forth on Schedule 5.28, all Permits and Assumed Contracts, including those identified on Schedule 2.1(d) will be available for use by the Buyer on materially identical terms (i) as of the Closing and (ii) for one year following the Closing.
Sufficiency of Assets. Except as would not be expected to be material to the business of the Company and its Subsidiaries, taken as a whole, the tangible and intangible assets owned, licensed or leased by the Company and its Subsidiaries constitute all of the assets reasonably necessary for the continued conduct of the business of the Company and its Subsidiaries after the Share Exchange Closing in the ordinary course of business as of the date hereof.
Sufficiency of Assets. The Assets comprise all of the material assets, properties and rights of every type and description, whether real or personal, tangible or intangible, used in the conduct of the Business.