Sufficiency of Purchased Assets. Except as set forth on Section 3.15 of the Seller Disclosure Schedule, the Purchased Assets comprise all of the assets and rights necessary for Seller and its Affiliates in the conduct of the Product Business, and are sufficient for the continued conduct of the Product Business after the Closing Date in substantially the same manner as conducted prior to the Closing Date (provided the foregoing is not to be interpreted as a representation of non-infringement). None of the Excluded Assets are material to the Product Business. No Trademarks other than the Seller Trademarks and the Transitional Trademarks will be required to Exploit the Purchased Product Inventory on or following the Closing Date.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.), Asset Purchase Agreement (Zogenix, Inc.), Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.)