Common use of Sufficiency of Assets Clause in Contracts

Sufficiency of Assets. Except as set forth in Part 3.6, the Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business in the manner presently operated by Seller and (b) include all of the operating assets of Seller.

Appears in 4 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (F5 Networks Inc), Asset Purchase Agreement (Rollins Inc)

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Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business the Business in the manner presently operated by Seller Seller, and (b) include all of the operating assets of Seller.

Appears in 4 contracts

Samples: Asset Purchase Agreement (GlyEco, Inc.), Asset Purchase Agreement (GlyEco, Inc.), Asset Purchase Agreement (GlyEco, Inc.)

Sufficiency of Assets. Except as set forth in Part 3.6, the Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business the Business in the manner presently operated by Seller and (b) include all of the operating assets of Sellerthe Business.

Appears in 3 contracts

Samples: Asset Purchase Agreement (LOCAL.COM), Asset Purchase Agreement (LOCAL.COM), Asset Purchase Agreement (DigitalPost Interactive, Inc.)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, material assets necessary to operate Seller's business ’s Business in substantially the manner presently operated by Seller and (b) include all of the material operating assets of Seller.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Gopher Protocol Inc.), Asset Purchase Agreement (Gopher Protocol Inc.), Asset Purchase Agreement (Gopher Protocol Inc.)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, rights and properties, tangible and or intangible, of any nature whatsoeverreal or personal, necessary to operate Seller's business in which are required for the manner presently operated by Seller and (b) include all operation of the operating assets of SellerBusiness as it is presently conducted.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Icoa Inc), Agreement and Plan of Merger (Softnet Systems Inc), Stock Purchase Agreement (Icoa Inc)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute comprise all of the assets, properties and rights of every type and description, whether real or personal, tangible and or intangible, of any nature whatsoever, necessary to operate Seller's business that are used in the manner presently operated by Seller and (b) include all operations of the operating assets Business of Sellerthe Company and are adequate to conduct the business of the Company as currently being conducted by the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Abeona Therapeutics Inc.), Agreement and Plan of Merger (Abeona Therapeutics Inc.)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, material assets necessary to operate Seller's business the Business in substantially the manner presently operated by Seller and (b) include all of the material operating assets of Sellerthe Business.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Surge Holdings, Inc.), Asset Purchase Agreement (GBT Technologies Inc.)

Sufficiency of Assets. Except as set forth disclosed in Part 3.6, the Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business the Business in the manner presently operated by Seller and (b) include all of the operating assets of Seller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Champion Enterprises Inc), Asset Purchase Agreement (Champion Enterprises Inc)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business the Business in the manner presently operated by Seller and (b) include all of the operating assets of Sellerthe Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (LOCAL.COM)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business the Business in the manner presently operated by Seller Seller, and (b) include all of the operating assets of SellerSeller with respect to the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (GlyEco, Inc.)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business in the manner operated by the Seller as of September 19, 2002 and as presently operated by Seller and (b) include all of the operating assets of SellerSeller and the Real Property, all Appurtenances, all real estate privileges, rights, easements, hereditaments, and other appurtenances being transferred to the Buyer at the Closing constitute all or the foregoing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Allete Inc)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business the Business in the manner presently operated by Seller the Companies and (b) include all of the operating assets of Sellerthe Companies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pure Earth, Inc.)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business operate, or intended for use in connection with, the Business in the manner presently operated by Seller and (b) include all of the operating assets used by Seller in the operation of Sellerthe Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hauser Inc)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business the Business in the manner presently operated by Seller the Company and (b) include all of the operating assets of Sellerthe Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bryn Mawr Bank Corp)

Sufficiency of Assets. Except as set forth in Part 3.6, the Assets (a) The Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business the Business in the manner presently operated by Seller each Seller. Each tangible Asset is in good repair and (b) include all good operating condition, ordinary wear and tear excepted, is suitable for immediate use in the Ordinary Course of the operating assets of SellerBusiness and is free from latent and patent defects.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intercloud Systems, Inc.)

Sufficiency of Assets. Except as set forth in Part 3.6, the Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, reasonably necessary to operate Seller's business the Business in the manner presently operated by Seller Sellers and (b) include all of the operating assets of Sellerthe Business.

Appears in 1 contract

Samples: Strategic Alliance Agreement (Hooper Holmes Inc)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business the Business in the manner presently operated by Seller and (b) include all of the operating assets of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Green Energy Management Services Holdings, Inc.)

Sufficiency of Assets. Except as set forth in Part 3.6for the Excluded Assets, the Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business the Business in the manner presently operated by Seller and (b) include all of the operating assets of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Matrixx Initiatives Inc)

Sufficiency of Assets. Except as set forth in Part 3.6, the Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business the Business in the manner presently operated by each Seller and (b) include all of the operating assets of each Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chanticleer Holdings, Inc.)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's ’s business in the manner presently operated by Seller EVP and (b) include all of the operating assets of SellerEVP.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Pure Earth, Inc.)

Sufficiency of Assets. Except as set forth in Part 3.6To the knowledge of Seller, the Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's conduct the Division’s business in the manner presently operated by Seller Seller, and (b) include constitute all of the operating assets of Sellerthe Division.

Appears in 1 contract

Samples: Asset Purchase Agreement (GlobalOptions Group, Inc.)

Sufficiency of Assets. Except as set forth in Part 3.6, the 4.6.1 The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, required, needed or necessary to operate Seller's business the Business of Seller in the manner presently operated by Seller and (b) include all of the operating assets of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intercloud Systems, Inc.)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business Business in the manner presently operated by Seller and operated over the course of the last year and (b) include all of the operating assets of Sellerthe Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (cbdMD, Inc.)

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Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's Shareholder’s business in the manner presently operated by Seller TEC and (b) include all of the operating assets of SellerTEC.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Pure Earth, Inc.)

Sufficiency of Assets. Except as set forth in Part 3.63.5, the Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business the Business in the manner presently operated by Seller and (b) include all of the operating assets of SellerSeller other than the Sleep Therapy Assets and the Total O2 Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chad Therapeutics Inc)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business the Business in the manner presently operated by Seller and (b) include all of the operating assets of Seller, in each case other than those relating exclusively to the Retained Business and those listed on Schedule 2.2(j).

Appears in 1 contract

Samples: Asset Purchase Agreement (Insight Health Services Holdings Corp)

Sufficiency of Assets. Except as set forth in Part 3.63.5, the Assets (a) the Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business the Business in the manner presently operated by Seller and (b) include all of the operating assets of SellerSeller relating to the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Big Dog Holdings Inc)

Sufficiency of Assets. Except as set forth to the extent of Cash and Cash Equivalents included in Part 3.6the Excluded Assets, the Assets (a) constitute substantially all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's ’s business in the manner presently operated by Seller and (b) include all of the operating assets of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gametech International Inc)

Sufficiency of Assets. Except as set forth in Part 3.6, the Assets (a) constitute all of the material assets, tangible and intangible, of any nature whatsoever, that are, to Seller’s belief, necessary to operate Seller's ’s business in the manner presently operated by Seller and (b) include all of the operating assets of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mitek Systems Inc)

Sufficiency of Assets. The Assets comprise all of the assets employed by Seller, any Shareholder or any of their respective Affiliates in connection with the Business. Except as set forth in Part 3.6Schedule 2.7, the Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business in the manner presently operated by Seller Business, and (b) include all are sufficient for the conduct of the operating assets of SellerBusiness, immediately following the Closing in substantially the same manner as currently conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mastec Inc)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary for Buyer to operate Seller's business conduct the Business immediately following the Closing in the manner presently operated all material respects as it is conducted by Seller and (b) include all of on the operating assets of Sellerdate hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (NTN Buzztime Inc)

Sufficiency of Assets. Except as set forth in Part 3.6Other than the Excluded Assets, the Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business used in the manner presently operated by Seller operation of the Business as currently conducted and (b) include all are sufficient for Buyer to conduct the Business from and after Closing in the ordinary course of the operating assets of business and without interruption, as it has been conducted by Seller and Seller’s Affiliates.

Appears in 1 contract

Samples: Asset Purchase Agreement (Shenandoah Telecommunications Co/Va/)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business in the manner presently operated by Seller and (b) include all of the operating assets of SellerSeller except for the Excluded Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Winnebago Industries Inc)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business in for the manner presently operated by Seller and (b) include all operation of the operating assets of SellerBusiness.

Appears in 1 contract

Samples: Assignment and Assumption Agreement

Sufficiency of Assets. Except as set forth disclosed in Part 3.6, the Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business the Business in the manner presently operated by Seller and Unique Fabrications and (b) include all of the operating assets of SellerSeller and Unique Fabrications.

Appears in 1 contract

Samples: Asset Purchase Agreement (Champion Enterprises Inc)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate conduct Seller's ’s business in the manner presently operated by Seller Seller, and (b) include constitute all of the operating assets of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (GlobalOptions Group, Inc.)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business in the manner presently operated by Seller and (b) together with the Excluded Assets include all of the operating assets of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Isonics Corp)

Sufficiency of Assets. Except as set forth in Part 3.6, the The Assets (ai) constitute all of the assets, properties, rights and claims, tangible and intangible, of any nature whatsoever, necessary to operate Seller's business the Business in the manner presently operated by Seller and Sellers in all material respects, (bii) include all of the operating assets of Sellerthe Business, and (iii) are in good operating condition and repair (subject to normal wear and tear), and are suitable for the use for which they are being used in the Business.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cpi Corp)

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