Sufficiency of Assets; Good Title Sample Clauses

Sufficiency of Assets; Good Title. (a) Except as set forth on Schedule 3.5(a): (i) the Business is conducted only by (x) the Seller, through its PWRWB Division, and (y) the Companies; provided, that as of the Original Agreement Date, the HSR Assets are held by HSSSI or HSC and the HSR Employees will be transferred to PWR on or prior to the Closing Date pursuant to Section 6.17; (ii) the PWR Shares, the Assets, and the assets, rights, benefits, interest and property held by the Companies, constitute all of the assets (whether tangible or intangible), rights and properties of the Seller and its Affiliates used or held for use primarily in the Business (other than the HSR Assets that will be transferred to PWR on or prior to the Closing Date pursuant to Section 6.17 and the rights and services to be provided to the Business pursuant to the Ancillary Agreements); and (iii) the PWR Shares, the Assets and the Licensed Intellectual Property, together with the assets, rights, benefits, interests and property of the Companies, the rights and services to be provided to the Business pursuant to the Ancillary Agreements, and the HSR Assets to be transferred to PWR pursuant to Section 6.17, will be, as of the Closing Date, sufficient for the conduct of the Business as presently conducted in all material respects; provided, however, that this Section 3.5(a)(iii) shall not be deemed to be breached as a result of any action for which the Buyer has provided its consent pursuant to Section 5.3. (b) Upon the consummation of the transactions contemplated by this Agreement, the Seller will transfer to the Buyer good and valid title to the PWR Shares and the Assets, free and clear of all Encumbrances other than Permitted Encumbrances.
Sample 1
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Sufficiency of Assets; Good Title. Except as provided in the Transaction Documents, the Company and the Subsidiaries own or lease all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses as presently conducted and such buildings, machinery, equipment and other tangible and intangible assets are in good operating condition, maintenance and repair, ordinary wear and tear excepted, are usable in the ordinary course of business and are reasonably adequate and suitable for the uses to which they are being put. The Company and the Subsidiaries have good and valid title to, or a valid leasehold interest in, the material properties and assets, tangible and intangible, shown on the Balance Sheet or acquired thereafter,
Sample 1
Sufficiency of Assets; Good Title. (i) Upon the consummation of the RDA Transactions, the Seller will transfer to the Buyer good and valid title to the PWPG Shares and the RDA Interest, free and clear of all Encumbrances other than Permitted Encumbrances. (ii) PWPG does not own any asset other than the RDA Interest.
Sample 1
Sufficiency of Assets; Good Title. Except as set forth on Schedule 3.32(d)(i), the RD-180 Assets and the RD-180 Licensed Intellectual Property, together with the assets, rights, benefits, interest and property transferred to the Buyer at the Closing, and the rights and services to be provided to the RD-180 Program and the Companies pursuant to the Ancillary Agreements will be, as of the RDA Closing Date, sufficient for the conduct of the RD-180 Program as presently conducted in all material respects.
Sample 1
Sufficiency of Assets; Good Title. Except as set forth on Schedule 2.8 of the Seller Disclosure Schedules, the Business is conducted only through the Seller and the Assets constitute, as of the date hereof, all of the assets (whether tangible or intangible), rights and properties used or held for use in the conduct of the Business as currently conducted by the Seller. Upon the consummation of the transactions contemplated by this Agreement, the Seller will transfer good and valid title to the Assets, free and clear of all Encumbrances other than Permitted Encumbrances. The bills of sale, deeds, assignments and other instruments to be executed and delivered to the Buyer by the Seller at the Closing will be valid and binding obligations of the Seller, enforceable in accordance with their terms.
Sample 1

Related to Sufficiency of Assets; Good Title

  • 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.

  • 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 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.

  • 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.

  • 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 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.

  • Title to Assets; No Encumbrances Each of the Loan Parties and its Subsidiaries has (a) good, sufficient and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.

  • Other Assets Sold Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall receive payment for and deliver other Assets for the account of a Fund as provided in Instructions.

  • Title to Assets; Encumbrances Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances. Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all encumbrances.

  • 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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