Sufficiency of Assets; Condition of Assets Sample Clauses

Sufficiency of Assets; Condition of Assets. (a) At the Closing, taking into account the Transition Services Agreement, the New Fox-RSN License Agreement and the RemainCo-RSN License Agreement and assuming that (i) all consents set forth in Section 3.06 of the Disclosure Letter have been obtained and (ii) the Transferred Company and its Subsidiary will continue to receive all rights and benefits applicable to the Business under the Shared Contracts, the Transferred Company and its Subsidiaries will own or have the right to use all assets and rights that are used and reasonably necessary to conduct, in all material respects, the Business as it is currently conducted. Other than the Transferred Contracts and the Shared Contracts, neither Seller nor any of its Subsidiaries (other than the Transferred Company and its Subsidiaries) are party to any Contract material to the operation and conduct of the Business. Except as set forth in Section 3.15(a) of the Disclosure Schedule, none of the Non-RSN Entities engages in any activities or operations, or owns any assets, related to the Business. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, all of the assets of the Transferred Company and its Subsidiaries are in normal operating condition and repair (ordinary wear and tear excepted), have been maintained in accordance with normal industry practice and are not in need of maintenance or repair, except for ordinary routine maintenance or repairs.
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Sufficiency of Assets; Condition of Assets. The BKEP Assets set forth on Schedule 1.1 of the Disclosure Schedules are sufficient for the continued conduct of the Terminals Business at and after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the assets necessary to conduct the Terminals Business as currently conducted, except for any such failures that would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect. Immediately after the Closing, the Company will continue to own, lease or have valid rights to use all of the properties and assets described in the previous sentence. All of the physical assets set forth on Schedule 1.1 of the Disclosure Schedules are in good operating condition and repair (subject to normal wear and tear taking into account use and age), used and usable in the ordinary course of business consistent with past practice, and conform in all respects to all applicable Laws, except for any such failures that would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect.
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Sufficiency of Assets; Condition of Assets. (a) Section 3.18(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all services provided to the Business in whole or in part by the Company and its Subsidiaries (other than any Group Company) that are material to the Business, taken as a whole, and will not be provided after Closing, except to the extent set forth in the Transition Services Agreement (all such services, the “Shared Services”). (b) Except for the receipt by Buyer and the Group Companies of services pursuant to the Transition Services Agreement, and taking into account the Supply Agreement and the IP License Agreement and, assuming the build-out of the Business Infrastructure, the completion of the Restructuring and that the Group Companies will continue to receive all rights and benefits applicable to the Business under the Shared Corporate Contracts (or Buyer Replacement Contracts) in accordance with Section 5.06 and Business Guarantees (or replacements thereof) in accordance with Section 5.07, the assets, properties and rights (including Intellectual Property Rights and IT Systems) of the Group Companies, together with the JV Company Loan Rights and the Xxxxxxxx Real Estate Assets, constitute all of the assets, properties, services and rights (including Intellectual Property Rights) reasonably necessary to conduct and operate, the Business at the Closing in substantially the same manner as the Business was conducted by the Company and its Subsidiaries immediately prior to the Closing. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole, all of the assets of the Business are in normal operating condition (ordinary wear and tear excepted), have been maintained in accordance with normal industry practice and are not in need of maintenance or repair, except for ordinary course maintenance or repairs.
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Sufficiency of Assets; Condition of Assets. (a) The Purchased Assets are sufficient to permit Buyer to carry on and conduct the Business substantially in the manner in, and to the extent to, which it is presently conducted in compliance with all Legal Requirements. (b) Except as set forth in Schedule 5.6(b) of the Seller Disclosure Schedule, all Purchased Assets are (i) in good operating condition and repair, ordinary wear and tear excepted; (ii) suitable and adequate for use in the manner in which they are presently being used; and (iii) free of material defects (latent and patent).
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Sufficiency of Assets; Condition of Assets. Except as set forth in Schedule 5.11, at the Closing (taking into account the effects of the Closing), (a) taking into account the Buyer Ancillary Agreements and the Parent Ancillary Agreements (and assuming full compliance therewith), and (b) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 5.3(b)(ii) and the consummation of the Reorganization, Buyer and the Group Companies will own or have the right to use (including by means of right to use pursuant to licenses or other Contracts), and have good and valid title to or a valid leasehold interest in or right to use, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the assets, properties and rights owned, leased or otherwise held for use by Parent or its Subsidiaries, including Governmental Permits, which are necessary and sufficient to operate and conduct the Business in substantially the same manner in which the Business is currently conducted as of the date hereof, and has been conducted by Parent and its Subsidiaries for the twelve (12) months prior to the Closing. All tangible properties and assets owned or leased by Parent or its Subsidiaries with respect to the Business are in all material respects in good operating condition and repair, ordinary wear and tear excepted.
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Related to Sufficiency of Assets; Condition of Assets

  • 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.

  • Condition of Assets 4 2.10 TITLE TO AND ENCUMBRANCES ON PROPERTY . . . . . . . . . . . . . . . . . . 4 2.11 INVENTORIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.12 INTELLECTUAL PROPERTY RIGHTS; NAMES . . . . . . . . . . . . . . . . . . .

  • 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.

  • No disposal of assets The Borrower will not transfer, lease or otherwise dispose of: (a) all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not; or (b) any debt payable to it or any other right (present, future or contingent right) to receive a payment, including any right to damages or compensation.

  • Location of Assets To keep any property belonging to the Trust at any place in theUnited States.

  • 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.

  • Description of Assets Upon the terms and subject to the conditions set forth in this Agreement, Seller does hereby grant, convey, sell, transfer and assign to Buyer the following assets, properties and contractual rights of Seller, wherever located, subject to the exclusions hereinafter set forth: (a) all equipment used or for use in the operation of the Business, including, without limitation, the equipment listed on Schedule 1.1(a) attached hereto and made a part hereof (the "Equipment"); (b) all of the motor vehicles used or for use in the Business, and all radios, attachments, accessories and materials handling equipment now located in or on such motor vehicles (the "Rolling Stock"), as the same are listed and more completely described by manufacturer, model number and model year on Schedule 1.1(b), attached hereto and made a part hereof; (c) all manual and automated routing and billing information and components thereof; (d) all contractual rights of Seller with Seller's customers (whether oral or in writing) relating to the conduct of the Business (the "Customer Accounts"), and all commitments, lists, leases, permits, licenses, consents, approvals, franchises and other instruments relating to the Customer Accounts (the "Related Approvals"); a complete and accurate list of the Customer Accounts and the Related Approvals is set forth on Schedule 1.1(d), attached hereto and made a part hereof, and true and complete copies of all Customer Accounts and Related Approvals shall be delivered to Buyer simultaneously with the execution and delivery of this Agreement; (e) all of Seller's inventory of parts, tires and accessories of every kind, nature and description used or for use in connection with the Business (the "Inventory"); (f) all right, title and interest of Seller in and to all trade secrets, proprietary rights, symbols, trademarks, service marks, logos and trade names used in the Business; (g) all permits, licenses, franchises, consents and other approvals relating to the Business set forth on Schedule 1.1(g), attached hereto and made a part hereof (the "Permits"), true and complete copies of which are attached to Schedule 1.1(g); (h) Seller's leasehold interest in the Land; (i) all of Seller's right, title and interest in and to the name "Suburban Wastewater Services Inc." and the right to use such name (the "Business Name"); (j) all of Seller's existing documents, files and other material related to all current or past customers of the Business; (k) all of Seller's shop tools, nuts and bolts relating to the Business; and (l) all of the goodwill of the Business. All of the foregoing assets, properties and contractual rights are hereinafter sometimes collectively called the "Assets."

  • VALUATION OF ASSETS For all purposes of this Agreement, including, without limitation, the determination of the Net Asset Value per Unit of each Class, the assets of this FuturesAccess Fund shall be valued according to the following principles: (a) The Net Assets of this FuturesAccess Fund are its assets less its liabilities determined in accordance with generally accepted accounting principles and as described below. Accrued Performance Fees (as described in the Disclosure Document) shall reduce Net Asset Value, even though such Performance Fees may never, in fact, be paid. (b) For the avoidance of doubt, the Sponsor shall, in general, apply the following principles in valuing this FuturesAccess Fund’s assets: (i) commodity interests and currency interests which are traded on a United States exchange shall be valued at their settlement on the date as of which the values are being determined; (ii) commodity interests and currency interests not traded on a United States exchange shall be valued based upon policies established by the Sponsor, generally based on prices as reported by any reliable source selected by the Sponsor, consistently applied for each variety of interest; (iii) swap agreements shall be valued in the good faith discretion of the Sponsor based on quotations received from dealers deemed appropriate by the Sponsor; (iv) bank and other interest-bearing accounts, Treasury bills and other short-term, interest-bearing instruments shall be valued at cost plus accrued interest; (v) securities which are traded on a national securities exchange shall be valued at their closing price on the date as of which their value is being determined on the national securities exchange on which such securities are principally traded or on a consolidated tape which includes such exchange, whichever shall be selected by the Sponsor, or, if there is no closing price on such date on such exchange or consolidated tape, at the prior day’s closing price; (vi) securities not traded on a national securities exchange but traded over-the-counter shall be valued based on prices as reported by any reliable source selected by the Sponsor; (vii) money-market funds shall be valued at their net asset value on the date as of which their value is being determined; (viii) if on the date as of which any valuation is being made, the exchange or market herein designated for the valuation of any given assets is not open for business, the basis for valuing such assets shall be such value as the Sponsor may deem fair and reasonable; Aspect FuturesAccess LLC

  • REVERSION OF ASSETS (a) Upon expiration of the term of this Agreement, or upon any prior termination, Subrecipient shall transfer to City any funds provided hereunder which are on hand at the time of expiration or termination. (b) In the event City incurs any costs or expenses in enforcing the requirements of this paragraph 15 or in bringing any action to recover the property or amount of any repayment obligation, City shall be entitled to recover its costs and expenses, including reasonable attorney’s fees.

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