Sufficiency of Contributed Assets. (a) To the Knowledge of Fujitsu and the Fujitsu Facility Managers, upon consummation of the transactions contemplated by the Transaction Documents, the tangible assets and properties of the Joint Venture and its Subsidiaries (including rights under the Ancillary Documents) will include all of the material tangible assets and properties necessary for the conduct of the Fujitsu Flash Memory Business as presently conducted and (b) Fujitsu and Fujitsu Sub have used commercially reasonable efforts in good faith to provide that upon consummation of the transactions contemplated by the Transaction Documents, the tangible assets and properties of the Joint Venture and its Subsidiaries will include all of the material tangible assets and properties necessary for the conduct of the Fujitsu Flash Memory Business as presently conducted.
Sufficiency of Contributed Assets. Except for the Cargill Retail Fertilizer Businesses and as disclosed in Section 6.19 of the Cargill Disclosure Schedule, the Xxxxxxx Fertilizer Assets constitute all or substantially all of the assets (a) primarily used in the Xxxxxxx Fertilizer Businesses and (b) necessary to operate the Xxxxxxx Fertilizer Businesses in substantially the same manner as they were operated prior to the Effective Date; provided, however, that, after the Closings, Newco may not have access to all of the services currently provided by Cargill and its Affiliates to the Xxxxxxx Fertilizer Businesses.
Sufficiency of Contributed Assets. The Contributed Assets are sufficient to carry on the business of the Project in the manner in which RNC has previously conducted the business of the Project and in the manner in which RNC is conducting the business of the Project on the day immediately preceding the Closing Date.
Sufficiency of Contributed Assets. The Contributed Assets comprise all of the material assets, Intellectual Property, employees and Contracts that are currently used for, and are necessary, sufficient and adequate to carry out, the operation of the Target Business as currently operated. The Contributed Assets have been maintained and serviced in accordance with normal industry practice and in compliance with all applicable Laws in material respects.
Sufficiency of Contributed Assets. (a) To the Knowledge of AMD and the AMD Facility Managers, upon consummation of the transactions contemplated by the Transaction Documents, the tangible assets and properties of the Joint Venture and its Subsidiaries (including rights under the Ancillary Documents) will include all of the material tangible assets and properties necessary for the conduct of the AMD Flash Memory Business as presently conducted and (b) AMD and AMD Investments have used commercially reasonable efforts in good faith to provide that upon consummation of the transactions contemplated by the Transaction Documents, the tangible assets and properties of the Joint Venture and its Subsidiaries will include all of the material tangible assets and properties necessary for the conduct of the AMD Flash Memory Business as presently conducted.
Sufficiency of Contributed Assets. The Contributed Assets constitute all of the assets, properties and rights necessary for the conduct and operation of the Business by Company following the Closing in the same manner as conducted and operated by Contributor immediately prior to the Closing Date. No Person other than Contributor owns or has any rights or interest in or to any assets that are necessary for the conduct and operation of the Business or any of the Contributed Assets.
Sufficiency of Contributed Assets. The Contributed Assets include all right, title and interest of ADI in and to all assets, properties and rights of ADI necessary for or used in the operation of ADI's business, other than the Excluded Assets.
Sufficiency of Contributed Assets. Except for back office and corporate services, any services (whether or not requested by BAHS) contemplated under Section 8.16, any Excluded Assets, or as set forth on Schedule 3.33, the Contributed Assets, are adequate and sufficient in all material respects, for all current operations of the Schein Vet Business.
Sufficiency of Contributed Assets. The RN Contribution Assets, the RN License Assets and RN Service Assets comprise all the material assets employed by RN Parent and its subsidiaries and divisions necessary to conduct the Existing Consumer Digital Music Business of RN Parent. The RN Contribution Assets, the RN License Assets and RN Service Assets are sufficient for the conduct of the Existing Consumer Digital Music Business of RN Parent immediately following the Closing in substantially the same manner as currently conducted.
Sufficiency of Contributed Assets. The MTVN Contribution Assets, the MTVN License Assets and MTVN Service Assets comprise all the material assets employed by MTVN Parent and its subsidiaries and divisions necessary to conduct the Existing Consumer Digital Music Business of MTVN Parent. The MTVN Contribution Assets, the MTVN License Assets and MTVN Service Assets are sufficient for the conduct of the Existing Consumer Digital Music Business of MTVN Parent immediately following the Closing in substantially the same manner as currently conducted.
