Common use of Sufficiency of Assets Clause in Contracts

Sufficiency of Assets. The assets set forth in the Financial Statements (as defined in Section 2.11 hereinbelow) include all the assets and properties used or employed in the business presently conducted by the Corporation. Immediately after the consummation of the transactions contemplated by this Agreement to be effected at the Closing, the Corporation will (i) have all right, title, and interest in and to, or will have a valid right to use, without liability to third party(ies), such assets and properties; and (ii) have all assets, rights, employees, subcontractors and other persons and items which are reasonably necessary to carry on the business and operations of the Corporation after the Closing Date in substantially the same manner as presently conducted by the Corporation.

Sufficiency of Assets. The assets set forth in the Financial Statements (as defined in Section 2.11 hereinbelow) include all the assets and properties used or employed in the business presently conducted by the Corporation. Immediately after the consummation of the transactions contemplated by this Agreement to be effected at the Closing, the Corporation will (i) have all right, title, and interest in and to, or will have a valid right to use, without liability to third party(ies), such assets and properties; and (ii) have all assets, rights, employees, subcontractors and other persons and items which are reasonably necessary to carry on the business and operations of the Corporation after the Closing Date in substantially the same manner as presently conducted by the Corporation. Provided, that as of the Closing Date, this Section 2.6 does not apply to those assets purchased by the Shareholders pursuant to Section 1.1 hereof.