Sufficiency of Assets and Services Sample Clauses

Sufficiency of Assets and Services. The Company owns, leases or has the legal right to use (including by contractual arrangement with Affiliates of the Company as of the date hereof and as of the Closing by way of one or more of the Ancillary Agreements and giving effect to the Reorganization) all assets, services and properties necessary for the conduct of the Business in all material respects as currently conducted.
Sample 1Sample 2
AutoNDA by SimpleDocs
Sufficiency of Assets and Services. (a) Subject to the immediately following sentence, the assets of the Company and the Subsidiaries as at the Closing Date (assuming the consummation of the Contribution Transaction) and the services to be provided pursuant to the Long Distance Agreement and the Transition Services Agreement will be sufficient to permit the Surviving Corporation to carry on the functional operation of the local telephone exchange and Internet access services portions of the Business immediately following the Effective Time (x) in all material respects, in compliance with Law and (y) in a manner consistent with the operation of such portions of the Business immediately prior to the Effective Time. Notwithstanding the foregoing, it is understood and agreed that (i) Buyer and the Surviving Corporation are not acquiring those assets and services listed or described in Sections 3.24(a) and 5.21 of the Seller Disclosure Schedule, which assets and services are necessary for the conduct of such portion of the Business by the Company and the Subsidiaries prior to the Effective Time, (ii) the immediately preceding sentence assumes that Surviving Corporation will take all of the Services offered under the Long Distance Agreement and all of the Transition Services offered by Seller’s Affiliates under the Transition Services Agreement, (iii) the immediately preceding sentence does not purport to address the existence or sufficiency of any rights in or licenses to any Intellectual Property, (iv) the immediately preceding sentence shall not be deemed a representation or warranty as to any revenue, costs or expenses associated with the conduct of such portion of the Business immediately following the Effective Time and (v) the immediately preceding sentence assumes the receipt of all necessary authorizations, approvals, consents or waivers required by Law, by Governmental Authorities or other third parties pursuant to their Contract rights in connection with the transactions contemplated hereby and pursuant to the Ancillary Documents. Subject to the immediately following sentence, as at the Closing Date (assuming the consummation of the Contribution Transaction and the effectiveness of the Intellectual Property Agreement, the Transition Services Agreement and the Verizon Proprietary Software License Agreement), the following rights of the Surviving Corporation and its Subsidiaries in Intellectual Property will be sufficient to permit the Surviving Corporation and its Subsidiaries to carry o...
Sample 1
Sufficiency of Assets and Services. As a result of: the transfer to the Transferee of the TD Assets, the assets transferred by TD Securities Inc. to the Transferee as of the date hereof pursuant to a separate transfer and assumption agreement, the provisions of Article 7 herein and of Article 7 of such separate transfer and assumption agreement, and the services to be provided by TD Transferor and certain of its affiliates to the Transferee pursuant to the master services agreement made as of June 1, 1999 between TD Transferor and TD Waterhouse Group, Inc., the Transferee will have all assets or services required to carry on the Canadian discount brokerage business presently or heretofore carried on by TD Securities Inc. through its division known as “Green Line Investor Services” and the Canadian brokerage clearing business presently and/or heretofore carried on by TD Securities Inc.
Sample 1
Sufficiency of Assets and Services. The Transferred Assets (together with the rights granted by Sellers to, and the services to be performed by Sellers for, Buyer under the Transaction Documents) shall provide Buyer with the means and capability to perform, in all material respects, the obligations Buyer is assuming under the Transferred Customer Contracts in substantially the same manner as such obligations have been performed by Sellers prior to the Closing and otherwise to conduct the Business immediately after the Closing in the ordinary course thereof and in accordance with past practices, other than services included in the corporate overhead of Sellers that are set forth in Schedule 5.19 of the Disclosure Schedule.
Sample 1

Related to Sufficiency of Assets and Services

  • 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.

  • 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 Assets; Sufficiency of Assets (a) The Seller has, and at the Closing the Seller will deliver to Acquiror, good and valid title to or, in the case of licensed assets, a valid and binding license to the Purchased Assets free and clear of all Encumbrances, a valid and binding license under the Seller Multi-Application Technology pursuant to Section 2.5 and, as applicable, a valid and binding sublicense under the Licensed Intellectual Property (as defined in the Acrux License) pursuant to the Sublicense Agreement. Except as set forth on Schedule 6.14(a) of the Seller Disclosure Schedule, no Subsidiary of the Seller owns, beneficially or of record, or has any rights, title or interest in, to or under any Purchased Asset or conducts any part of the Evamist Business, and there are no employees of any Subsidiary of the Seller employed in the Evamist Business or who perform tasks that are necessary for the proper operation of the Evamist Business. (b) The Purchased Assets (together with the rights of the Acquiror and its Affiliates under the Related Agreements), the rights granted pursuant to Section 2.5 and, as applicable, pursuant to the Sublicense Agreement constitute all of the assets, Contracts, Required Permits, rights and services required for the continued operation of the Evamist Business by the Acquiror as conducted by the Seller during the past twelve (12) months. (c) Each item of equipment which is a Purchased Asset (other than equipment set forth on Schedule 6.14(c) of the Seller Disclosure Schedule) is in good operating condition for the purposes for which it is currently being used, subject to ordinary wear and tear, is free from any material defect and has been maintained in all material respects in accordance with generally accepted industry practice. (d) The Seller has not experienced any out-of-stock or back-order situation with respect to the Evamist Business (e) The Seller does not own or control any Evamist Product Improvements, and has not granted to any third party or enabled any third party to make any Evamist Product Improvements.

  • 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.

  • Sufficiency of Funds Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Purchase Price and consummate the transactions contemplated by this Agreement.

  • Sufficiency of Consideration Executive hereby acknowledges and agrees that Executive has received good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in this Release.

  • 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.

  • Sufficiency of Moneys The Recipient has sufficient moneys in addition to those granted to Recipient pursuant to Section II of this Agreement to fund the Project to completion;

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!