Sufficiency of the Assets. As of the Closing Date, the properties and assets owned or leased by Company will constitute all the properties and assets currently used, and since the date of the Interim Financial Statements have been used, by Company in its Business, except for dispositions made in the Ordinary Course of Business, and are sufficient for the operation of its Business on a basis consistent with past practices.
Sufficiency of the Assets. To SELLER’s Knowledge and except as set forth on Schedule 5.9, the MPOG System constitutes all the assets and properties customarily used by MPOG during the three year period prior to the Effective Closing Date to conduct the business of MPOG and to generate its revenues and earnings. To SELLER’s Knowledge, the MPOG System has been owned, constructed, maintained and operated in a good and workmanlike manner and has been in continuous operation during COG’s ownership of the Non-Operated Interest, except for temporary cessations for the performance of maintenance, repair, replacement, modification, improvement or expansion. To SELLER’s Knowledge, the MPOG System been maintained in a state of repair so as to be reasonably adequate, in all material respects, for normal operations consistent with past practices.
Sufficiency of the Assets. The assets owned or leased by the Companies, together with the Purchased Assets as of the Closing and the services and other rights to be provided to Purchaser pursuant to the Transition Services Agreement, constitute all of the property and assets necessary to conduct the Business in all material respects as currently conducted.
Sufficiency of the Assets. Except for the Excluded Assets, the Assets being transferred to Buyer by Seller at Closing include all properties, assets and rights used by or held for use by the Seller in the Assets.
Sufficiency of the Assets. (a) Except for assets, services and other obligations of the Parties that are contemplated by the Transition Services Agreement or any other Transaction Document and assuming all consents, waivers, approvals, licenses, Permits, authorizations, registrations, declarations, filings or notifications required to be made or obtained in connection with the execution, delivery and performance of the Transaction Documents and the transactions contemplated by the Transaction Documents are so made or obtained as of the Closing Date, the Assets, and the rights, goods and services which are the subject of the Transaction Documents, will constitute all the assets, rights and properties, tangible or intangible, real or personal (other than with respect to Intellectual Property the sufficiency of which is addressed exclusively in Section 3.19), that are used or necessary for use in connection with the conduct of the Business as conducted prior to the Execution Date, consistent with past practice.
(b) Except as set forth in Section 3.21(b) of the Disclosure Schedule, the tangible Assets (i) are in good operating condition and repair in all material respects (taking such Asset’s age and ordinary wear and tear into account), free from material structural and mechanical defects, and do not require any material maintenance or repair services in order to be put into a condition that would permit their present operations in accordance with standard industry practice in the areas in which they are operated or used, (ii) have been and are being maintained in all material respects in accordance with standard industry practice in the areas in which they are operated or used and (iii) are adequate and suitable for the purpose for which they are currently being used in connection with the operation of the Business. Maintenance has not been deferred on any Asset in contemplation of the transactions contemplated by this Agreement or the transactions contemplated hereby (including the Reorganization).
(c) Except as set forth in Section 3.21(c) of the Disclosure Schedule, but without limiting the generality of Section 3.21(b), the LCCP Cracker is fully operational, has successfully achieved all applicable technical, operational and other performance milestones applicable to the construction thereof in accordance with the standards set forth in the Contract(s) applicable thereto, including meeting or exceeding any technical, operational or performance thresholds necessary to deem the cons...
Sufficiency of the Assets. (a) The MGR Assets constitute all of the assets related to the ownership, use and operation of the Red Desert Complex and are sufficient to permit MGR to own and operate the Red Desert Gathering System and the Xxxxxxx Draw Plant in the manner the business represented thereby was conducted by MGR on the date of this Agreement and immediately prior to the Closing Date.
(b) Except as listed on Schedule 4.17, (i) there are no obligations under the terms of the instruments creating the possessory interests of MGR in the MGR Assets requiring the payment of any money to permit the continued use of the rights granted by such instruments and (ii) there are no provisions permitting the termination of any instrument creating the possessory interests of MGR in the MGR Assets prior to the abandonment of the improvements thereon established by the respective instruments or unless such termination is caused by the occurrence of an event of default under the terms of such instruments, in each case outside the ordinary course of business or that would have a Material Adverse Effect.
Sufficiency of the Assets. The Assets constitute all of the property and assets that comprise and are necessary for the ownership and operation of the Liquids Gathering System immediately prior to the Effective Date, assuming the existence of (i) the equipment and fixtures attached or connected to the Liquids Gathering System upstream of the inlet flange to each LGS Pipeline Riser and downstream of each LGS Terminus Point and (ii) the material or product that flows into or flows out of the Liquids Gathering System.
Sufficiency of the Assets. The Assets constitute all of the property, assets, and rights that are necessary for the operation of the Liquids Transportation System in the same manner as operated prior to the Closing.
Sufficiency of the Assets. Except for the Transferred Assets, or as set forth on Schedule 4.14, the Assets (including those assets conveyed at Closing by the applicable Transaction Documents) constitute all the assets and properties customarily used by the Controlled Entities during the three year period prior to the Effective Closing Date to conduct the business of the Controlled Entities and to generate their respective revenues and earnings. Each Asset has been owned, constructed, maintained and to SELLER’s Knowledge, operated in a good and workmanlike manner and has been in continuous operation during SELLER’s ownership of the Controlled Entities, except for temporary cessations for the performance of maintenance, repair, replacement, modification, improvement or expansion. The Assets have been maintained in a state of repair so as to be reasonably adequate, in all material respects, for normal operations consistent with past practices.
Sufficiency of the Assets. Except for the Transferred Assets, the assets reflected on the Books and Records of the Company (the "ASSETS") 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 the Business in a manner consistent with past practice and historic capacity.
