Sufficiency of Assets and Contracts Sample Clauses

Sufficiency of Assets and Contracts. Except with respect to the Retained Property and the matters set forth in Section 4.23 of the Seller Disclosure Schedule, after giving effect to the Closing, the Company will own or license, lease from or contract with a Person that is not an Affiliate of Parent all assets and rights (including, without limitation, Intellectual Property, Real Property, Tangible Personal Property, IP Agreements, Material Contracts and Leases) that are reasonably necessary for the conduct of its business in substantially the same manner as presently conducted.
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Sufficiency of Assets and Contracts. After giving effect to the Closing, other than pursuant to the License Agreement or the Transition Services Agreement, the Company will own or license, lease from or contract with a Person that is not an Affiliate of RHC all assets and rights (including, without limitation, Intellectual Property, the Real Property, tangible personal property, the Material Contracts and leases) that are reasonably necessary for the conduct of its business in substantially the same manner as presently conducted.
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Sufficiency of Assets and Contracts. Except with respect to the matters set forth in Section 3.26 of the Disclosure Schedule and those matters set forth in Schedule 5.17 that will be addressed in the Transitional Services Agreement, after giving effect to the Closing, each of the MGM Acquired Entities will own, license or lease from a Person that is not an Affiliate of Parent all Intellectual Property, Real Property and Tangible Personal Property necessary for the conduct of its business and operations as presently conducted. Except with respect to the matters set forth in Section 3.26 of the Disclosure Schedule, after giving effect to the Closing, the contractual rights of the Purchaser under the IP Agreements, the Material Contracts, the Leases with respect to the Leased Real Property and the Transitional Services Agreement, will permit Purchaser to conduct the business and operations of each of the MGM Acquired Entities as presently conducted.
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Sufficiency of Assets and Contracts. Except with respect to the Retained Property and the matters set forth in Section 4.23 of the Seller Disclosure Schedule, after giving effect to the Closing, (i) the Company will own or license, lease from or contract with a Person that is not an Affiliate of Parent all Intellectual Property, Real Property, Tangible Personal Property, IP Agreements, Material Contracts and Leases that are reasonably necessary for the conduct of the businesses of the Company in substantially the same manner as presently conducted, and (ii) Purchaser will own or license, lease from or contract with a Person that is not an Affiliate of Parent all Intellectual Property, Real Property, Tangible Personal Property, IP Agreements, Material Contracts and Leases that are reasonably necessary for the operation of the Convenience Store in substantially the same manner as presently operated.
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Sufficiency of Assets and Contracts. After the Closing, the Company will own, have a valid leasehold interest in, or have possession of a valid license to use, all the material Assets and Properties necessary for the conduct of its Business as presently conducted, other than the Excluded Rights. After giving effect to the Closing, the Company will not license or lease from Seller or an Affiliate of Seller any Assets and Properties necessary for the conduct of its Business as presently conducted, it being understood that following the Closing the Company will no longer have the right to use the name "Trump" in the conduct of the Business. EXECUTION COPY
Sample 1
Sufficiency of Assets and Contracts. The Company’s assets, properties and rights as of the Closing Date, including the CNA Transferred Assets, the CNA Assigned Contracts and the rights of the Company under the Related Agreements (including, without limitation, the Trademark and Trade Name License Agreement, the Software License Agreement and the CNA Interim Services Agreement) will constitute all of the assets, properties and rights used by the Company in the conduct of the Business as of the Closing Date (except to the extent that Purchaser shall elect not to purchase services from Seller that are currently being provided by Seller or its Affiliates to the Company).
Sample 1
Sufficiency of Assets and Contracts. After giving effect to the Closing, other than pursuant to the License Agreement, the Company will own or license, lease from or contract with a Person that is not an Affiliate of Seller all assets and rights (including, without limitation, Intellectual Property, the Real Property, tangible personal property, the Material Contracts and leases) that are reasonably necessary for the conduct of its business in substantially the same manner as presently conducted.
Sample 1
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Related to Sufficiency of Assets and Contracts

  • 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.

  • Title to Assets; Sufficiency of Assets (a) GFI and the Subsidiaries of GFI have good and valid title to, or valid leasehold interests in, and immediately following the consummation of the Transactions and after giving effect thereto, the CME Retained Subsidiaries will have good and valid title to, or valid leasehold interests in or valid right to use, all material assets, properties and rights of the Trayport Business and the FENICS Business, free and clear of Liens other than Permitted Liens.

  • Condition and Sufficiency of Assets The buildings, plants, structures, and equipment of the Acquired Companies are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The building, plants, structures, and equipment of the Acquired Companies are sufficient for the continued conduct of the Acquired Companies' businesses after the Closing in substantially the same manner as conducted prior to the Closing.

  • Title to and Sufficiency of Assets Each Target Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests, (c) Liens specifically identified on the balance sheet as of the Interim Balance Sheet Date included in the Company Financials and (d) Liens set forth on Schedule 4.17. The assets (including Intellectual Property rights and contractual rights) of the Target Companies constitute all of the material assets, rights and properties that are currently used in the operation of the businesses of the Target Companies as it is now conducted or that are used or held by the Target Companies for use in the operation of the businesses of the Target Companies, and taken together, are adequate and sufficient for the operation of the businesses of the Target Companies as currently conducted.

  • 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.

  • Adequacy of Assets 6.7 (a) The assets of each Target Company and the facilities and services to which each Target Company has a contractual right include all rights, properties, assets, facilities and services necessary or desirable for the carrying on of the business of that Target Company in the manner in which it is currently carried on.

  • Puts of Assets to the Receiver (a) Puts Within 30 Days After the Bank Closing Date. During the thirty (30)-day period following the Bank Closing Date and only during such period (which thirty (30)-day period may be extended in writing in the sole and absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution shall be entitled to require the Receiver to purchase any New Loans and any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral; provided that with regard to any Deposit Secured Loan secured by an Assumed Deposit:

  • Purchases of Assets Fund will, on each business day on which a purchase of Assets shall be made by it, deliver to Custodian Instructions which shall specify with respect to each such purchase:

  • Solvency of Customers Each Customer, to the best of each Borrower’s knowledge, as of the date each Receivable is created, is and will be solvent and able to pay all Receivables on which the Customer is obligated in full when due or with respect to such Customers of any Borrower who are not solvent such Borrower has set up on its books and in its financial records bad debt reserves adequate to cover such Receivables.

  • Custody of Assets Sub-Adviser shall at no time have the right to physically possess the assets of the Funds or have the assets registered in its own name or the name of its nominee, nor shall Sub-Adviser in any manner acquire or become possessed of any income, whether in kind or cash, or proceeds, whether in kind or cash, distributable by reason of selling, holding or controlling such assets of the Funds. In accordance with the preceding sentence, Sub-Adviser shall have no responsibility with respect to the collection of income, physical acquisition or the safekeeping of the assets of the Funds. All such duties of collection, physical acquisition and safekeeping shall be the sole obligation of the custodian.

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