Sufficiency of the Acquired Assets. The assets conveyed to Newco under this Agreement, constitute all of the assets owned, leased, used or held for use in the Contributed Business by the Azoff Parties and constitute all of the assets necessary to conduct the Contributed Business as currently conducted.
Sufficiency of the Acquired Assets. Except for the Excluded Assets, the Acquired Assets constitute all of the assets, properties and rights required for the conduct of the PFI Business as currently conducted and as conducted as of the Closing Date. The equipment included in the Acquired Assets is in good repair and operating condition, subject only to ordinary wear and tear, and is adequate and suitable for the purposes for which such equipment is presently being used or held for use. There are no facts or conditions affecting any Acquired Assets which would reasonably be expected, individually or in the aggregate, to interfere with the current use or operation of such Acquired Assets.
Sufficiency of the Acquired Assets. The Acquired Assets consist of all the tangible or intangible assets, properties, and rights which are adequate and sufficient to carry out FunTown Business as currently conducted and consistent with the past practice.
Sufficiency of the Acquired Assets. Assuming the employment by the Purchaser of the Chinese Transferred Employees and provided the Purchaser replaces the assets specified in the definition of “Excluded Assets”, on the Applicable Closing Date, the Acquired Assets, taking into account all provisions of this Agreement and the Ancillary Agreements and any other agreements contemplated by this Agreement, will be sufficient to enable the Purchaser to conduct the Business immediately following the Applicable Closing Date in all material respects as conducted by the Seller Group as of the Applicable Closing Date.
Sufficiency of the Acquired Assets. The Acquired Assets comprise ----------------------------------- all of the assets of WWWN that are used or held for use in, related to or associated with, directly or indirectly (in whole or in part), the operation of the network to service the Customer Service Contracts listed in Article 1.02(c).
Sufficiency of the Acquired Assets. The Acquired Assets and (a) assuming the execution, delivery and performance of this Agreement and each other Transaction Agreement (other than the Technical Services Agreement), and (b) assuming replacement by Purchaser of the sales, marketing and distribution agreements and customer and supplier relationships of Seller and its Affiliates with respect to the Products, are sufficient to permit Purchaser to conduct the Cariflex Business following the Closing in substantially the same manner as conducted in the ordinary course during the one-year period prior to the date of this Agreement.
Sufficiency of the Acquired Assets. The assets of the Acquired Companies and the Acquired Assets, together with the Rights conveyed to Purchaser under this Agreement and the Excluded Assets, constitute all the assets necessary to conduct the NC Business as currently conducted and to permit Purchaser to conduct the NC Business immediately after the Closing in all material respects in the same manner as the NC Business has been conducted by Seller and its Affiliates during the past 12 months and as conducted immediately prior to the Closing Date.
Sufficiency of the Acquired Assets. The Acquired Assets, the Excluded Assets and the Retained Intellectual Property constitute all of the material assets, properties, licenses, rights, permits and contracts which are being used on the date hereof in the Business as conducted on the date hereof. Except as set forth on Schedule 3.17, each item of machinery and equipment in the Acquired Assets is in good operating condition and repair, ordinary wear and tear excepted.
Sufficiency of the Acquired Assets. The assets of the Acquired Companies and the Acquired Assets, together with the Excluded Assets and the Rights conveyed to Purchaser under this Agreement and the Ancillary Agreements, constitute all the material assets owned, leased, used or held for use in the Warner Businesses. The assets of the Acquired Companies and the Acquired Assets, together with the Rights conveyed to Purchaser under this Agreement and the Ancillary Agreements, constitute all the assets necessary to conduct the Warner Businesses as currently conducted.
Sufficiency of the Acquired Assets. The Assets reflected on the books and records of Seller, constitute all the assets, properties, licenses and other arrangements which are presently being used or are reasonably related to the business and are sufficient to operate such business in a manner consistent with past practice and historic capacity.
