Sufficiency of Assets, Etc. The Assets constitute all of the assets required for the conduct of the Business as conducted on the date hereof. To the Knowledge of Seller, there are no facts or conditions affecting any material Assets which would reasonably be expected, individually or in the aggregate, to interfere with the current use, occupancy or operation of such Assets.
Sufficiency of Assets, Etc. Immediately following the Closing and after giving effect to the transactions contemplated by the Transaction Agreements, Buyer will, either directly or indirectly through the Transferred Companies, own, possess, have a valid license to, have a valid leasehold interest in or, through an enforceable (subject to the Enforceability Exception) written contractual obligation, have access to and the legal right to use or receive the benefit of, all properties and assets necessary for the conduct of the business and operations of the Transferred Companies as they were conducted immediately prior to the Closing. There are no properties or assets (tangible or intangible) of GHI or its Subsidiaries that are used in the conduct of the business and operations of the Transferred Companies as they are currently conducted. For the avoidance of doubt, no transition services agreement or similar Contract for the provision of services from and after the Closing to any of the Transferred Companies by or on behalf of Seller or any of its Affiliates (other than the Transferred Companies) is necessary to enable the Transferred Companies to conduct their respective businesses and operations immediately following the Closing as such businesses and operations were conducted immediately prior to the Closing.
Sufficiency of Assets, Etc. The Assets constitute all of the assets required for or used in the conduct of the Business. The Assets are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use. To the Knowledge of Seller, there are no facts or conditions affecting any material Assets that would reasonably be expected, individually or in the aggregate, to interfere with the use, occupancy or operation of such Assets.
Sufficiency of Assets, Etc. The Assets constitute all of the assets required in all material respects for the current conduct of the Business. Except as described in Section 2.11(b) of the Company Disclosure Letter, the plants, buildings, structures and material equipment included in the Assets are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use. To the Knowledge of the Company, there are no facts or conditions affecting any Assets that would reasonably be expected, individually or in the aggregate, to interfere in any material respect with the use, occupancy or operation of such Assets, taken as a whole.
Sufficiency of Assets, Etc. Immediately following the Closing and after giving effect to the transactions contemplated by the Transaction Agreements, Parent and Buyer will, either directly or indirectly through the Companies, own, possess, have a valid license to, have a valid leasehold interest in or, through an enforceable (subject to the Enforceability Exception) written contractual obligation, have access to and the legal right to use or receive the benefit of, all properties and assets necessary for the conduct of the business and operations of the Companies as they were conducted immediately prior to the Closing. There are no properties or assets (tangible or intangible) of any Seller that are used in the conduct of the business and operations of the Companies as they are currently conducted. For the avoidance of doubt, no transition services agreement or similar Contract for the provision of services from and after the Closing to any of the Companies by or on behalf of any Seller or any of their Affiliates (other than the Companies) is necessary to enable the Companies to conduct their respective businesses and operations immediately following the Closing as such businesses and operations were conducted immediately prior to the Closing.
Sufficiency of Assets, Etc. Except as set forth in Schedule 2.8(b), the Assets, together with the assets available to Buyer pursuant to the Ancillary Agreements, and the employees, constitute all the assets, tangible and intangible, and all the employees used for the Business as currently conducted and as conducted as of the Closing Date. To the Knowledge of Seller, there are no facts or conditions affecting any material Assets which would reasonably be expected, individually or in the aggregate, to materially interfere with the current use, occupancy or operation of such Assets. Except as set forth in Schedule 2.8(b), (i) Seller has conducted the Business only through Seller and not through any other divisions or any direct or indirect subsidiary or any Seller Affiliate and (ii) no part of the Business is operated by Seller through any entity other than Seller.
Sufficiency of Assets, Etc. Immediately following the Closing and after giving effect to the transactions contemplated by the Transaction Agreements Buyer will, either directly or indirectly through the Company, own, possess, have a valid license to, have a valid leasehold interest in or, through an enforceable (subject to the Enforceability Exception) written contractual obligation, have access to and the legal right to use or receive the benefit of, all properties and assets necessary for the conduct of the business and operations of the Company as they were conducted immediately prior to the Closing. There are no properties or assets (tangible or intangible) of Seller or any Affiliate of Seller (other than the Company) that are used in the conduct of the business and operations of the Company as they are currently conducted. Without limiting the generality of the foregoing, but for the avoidance of doubt, (i) there are no properties or assets (tangible or intangible) of Premier that are used in the conduct of the business and operations of the Company as currently conducted, and (ii) the termination of any Contracts or other arrangements between the Company and Premier will not have an adverse effect on the business, operations, condition (financial or otherwise) or results of operations of the Company.
Sufficiency of Assets, Etc. The Assets constitute all of the assets, properties and rights reasonably required for the conduct of the Business as currently conducted and as conducted as of the Closing Date. The plants, buildings, structures and material equipment included in the Assets are in working order, condition and repair, subject only to ordinary wear and tear, and are reasonably adequate and suitable for the purposes for which they are presently being used or held for use. To the Knowledge of the Sellers, and subject to the Buyer obtaining all necessary permits, there are no facts or conditions affecting any material Assets which would reasonably be expected, individually or in the aggregate, to interfere with the current use, occupancy or operation of such Assets or with the use, occupancy or operation of such Assets by the Buyer following the Closing.
Sufficiency of Assets, Etc. Except as Previously Disclosed and except for the Intellectual Property that is the subject of the Transition License Agreement and the assets, rights, privileges, permits or contracts owned, leased or licensed and used by the Sellers or their Affiliates (other than the Company Group) in providing the services that are the subject of the Transition Services Agreement, the Assets constitute all of the assets reasonably required for the conduct of the Business. The plants, buildings, structures, material equipment and other tangible assets included in the Assets are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, in each case except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company Group. Without limiting the generality of any other representations of the Sellers made hereunder, to the Knowledge of the Sellers, there are no facts or conditions affecting any material Assets that would reasonably be expected, individually or in the aggregate, to interfere with the use, occupancy or operation of such Assets by the Company Group. As of the Closing Date, there will be no material agreements, licenses, contracts or other legally binding obligations of any kind exclusively or principally used or exclusively or principally held for use in the Business, to which a member of the Company Group is not currently a party or which have not been properly and validly assigned to a member of the Company Group.
Sufficiency of Assets, Etc. The Assets constitute all of the assets used, held for use or necessary for the conduct of the Business, other than the Excluded Assets. The plants and material equipment included in the Assets and, to the Knowledge of the Companies, the buildings on the Real Property are in good repair and operating condition, subject only to age and ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, except as disclosed in the building inspection reports obtained by Buyer and shared with the other parties to this Agreement. To the Knowledge of ICL, there are no facts or conditions affecting any material Assets that would reasonably be expected, individually or in the aggregate, to interfere with the use, occupancy or operation of such Assets.
