Sufficiency of Property Sample Clauses

Sufficiency of Property. (a) The Business Assets (other than Business Intellectual Property, which shall be governed by Section 3.11(b)), considered collectively, constitute all of the assets, properties and rights necessary, primarily used or primarily held for use for conducting the Business in the same manner in all material respects in which it is being conducted in the Ordinary Course as of the date hereof and the Closing Date, except for (i) the Excluded Assets, (ii) any shared or corporate services upon which the Business has historically relied and/or (iii) any Business Assets which may not be fully available for use by the Buyers after the Closing Date but will, to the extent permitted by applicable laws, be held for the benefit of the Buyers pursuant to Section 2.7 and/or subject to transitional arrangements under and pursuant to the Transition Services Agreement. All material Business Assets will be available for use by the Transferred Subsidiaries and Indirect Subsidiaries as of the Closing in accordance with the terms of this Agreement. (b) The Business Intellectual Property consists of all of the Intellectual Property rights material to the conduct of the Business as presently conducted, except for (i) the Seller Marks, (ii) the Intellectual Property owned or used by the Sellers or their Affiliates to provide administrative services in connection with the Business, such as financial, legal, accounting, information technology, insurance, tax and human resource services, (iii) any Intellectual Property to be used in connection with any services that may be provided under the Transition Services Agreement, (vi) licenses or other rights to use any Intellectual Property granted pursuant to the Transition Services Agreement and the IT Carve-Out Agreement, (v) any Intellectual Property which may not be fully available for use by the Buyers after the Closing Date but will, to the extent permitted by applicable Laws, be held for the benefit of the Buyers pursuant to Section 2.7, and (vi) any Intellectual Property licensed to the Buyers pursuant to Section 6.14. Upon Closing, the Transferred Subsidiaries and the Indirect Subsidiaries will own free and clear of all encumbrances (except for Permitted Encumbrances), have a right to use, or have a right to enjoy the benefit of, including, as applicable, pursuant to the licenses granted pursuant to this Agreement, the Transition Services Agreement or the IT Carve-Out Agreement or pursuant to the services to be provided pursuant to ...
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Sufficiency of Property. The assets owned or leased by the Company and its Subsidiaries constitute all of the property and property rights used or necessary for the conduct of their respective businesses in the manner and to the extent now conducted by them in all material respects.
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Sufficiency of Property. SCHEDULE 4.10 identifies as such and contains a description, as of November 30, 2002, of all of the Company's and the Subsidiaries' machinery, equipment and other tangible personal property that are utilized in the operation of the Company's business (collectively, the "MATERIAL EQUIPMENT"). The Material Equipment, together with the intangible assets of the Company and the Subsidiaries, are sufficient for Buyer to continue the operation of the Company's business, in all material respects, in accordance with applicable Law as currently conducted by the Company. Except as set forth on SCHEDULE 4.10, no Person, other than the Company or any Subsidiary, owns or primarily utilizes any Material Equipment. The Material Equipment, when considered in the aggregate, is structurally sound and in good operating condition and repair, subject to normal wear and tear.
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Sufficiency of Property. Schedule 4.9 identifies as such and contains a description, as of the Balance Sheet Date, of all of the machinery, equipment and other tangible personal property of the Company or Subsidiary having a book value of $5,000 or more (collectively, the "Material Equipment"). Except as set forth on Schedule 4.9, the Material Equipment is sufficient for Buyer to continue the Company's business in accordance with applicable Law as currently conducted by the Company. Except as set forth on Schedule 4.9, no Person, other than the Company or Subsidiary, owns or has the right to use any of the Material Equipment. All of the Material Equipment is in normal operating condition and repair, subject to ordinary wear, tear and maintenance and has been operated or used in compliance with the requirements of Laws.
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Sufficiency of Property. The Purchased Assets constitute all of the material assets and substantially all of the assets of the Sellers that are used in the operation of the Business, other than the Excluded Assets, Subsequent Parcels, and Lots being developed by Shared Services Affiliates.
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Sufficiency of Property. 9 3.7 Equipment..................................................... 9 3.8 Inventory..................................................... 9 3.9
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Sufficiency of Property. Seller has and shall transfer to Buyer on the date hereof good and marketable title to, free of any encumbrances and liens, all of the Assets. The Assets, together with the Inventory and Equipment not purchased by Buyer pursuant to Section 2.2.1, constitute (A) all of the assets necessary for the manufacture of the products of the Business in the manner in which such products are currently manufactured by Seller, and (B) all of the assets of Seller used to manufacture the products of the Business.
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Related to Sufficiency of Property

  • 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.

  • Sufficiency of Funds Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Purchase Price and consummate the transactions contemplated by this Agreement.

  • Sufficiency of Moneys The Recipient has sufficient moneys in addition to those granted to Recipient pursuant to Section II of this Agreement to fund the Project to completion;

  • 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.

  • 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.

  • 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; 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.

  • Condition of Property Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date. An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) deferred maintenance for which escrows were established at origination and (ii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.

  • Condition of Properties All facilities, machinery, equipment, fixtures and other properties owned, leased or used by the Company are in reasonably good operating condition and repair, subject to ordinary wear and tear, and are adequate and sufficient for the Company’s business.

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