Sufficiency of the Purchased Assets. The Purchased Assets constitute, and on the Closing Date will constitute, all of the assets or property principally used or held for use by Seller or its Affiliates in the System and the System Operations (except for the Excluded Assets), and the Purchased Assets constitute all of the assets or property necessary to operate the System as it is now operated (except for the Excluded Assets) plus any capital additions thereto prior to the Closing.
Sufficiency of the Purchased Assets. The Purchased Assets constitute all of 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 at Seller's historic capacity.
Sufficiency of the Purchased Assets. The Purchased Assets include all rights and property necessary to conduct the Business substantially in the same manner as it was conducted prior to the Closing. With the exception of those items described in Schedule 3.1(e) of the Disclosure Letter: (i) all of the Purchased Assets are situated at the Leased Property and (ii) no property other than the Purchased Assets shall be situated at the Leased Property on the Closing. None of the Purchased Assets including, but not limited to, the Inventory, have been subject to any write-downs or write-offs, other than write-downs or write-offs that are reflected in the Financial Statements.
Sufficiency of the Purchased Assets. The Purchased Assets constitute, and on the Closing Date will constitute, all of the assets or property (other than Excluded Assets) used or held for use in the Business.
Sufficiency of the Purchased Assets. Except for the property or consents described in Schedules 5.6(a) and 1.1(h), the Purchased Assets are sufficient to operate the Business in substantially the same manner as it was operated by the Seller’s immediately prior to the Closing Date.
Sufficiency of the Purchased Assets. The assets of the Companies constitute all of the assets, tangible and intangible, of any nature whatsoever, reasonably necessary to operate the Business in the manner in which it is currently conducted and as it is proposed to be conducted by the Companies taking into account leased and licensed property as disclosed in the Disclosure Schedule and property in the public domain.
Sufficiency of the Purchased Assets. (a) The Purchased Assets, the Xerox Sublease, the Warehousing and Distribution Agreement and the rights and benefits accruing to the Purchaser under the Transitional Services Agreement, together with the Purchased Trademarks, include all assets, rights and contractual arrangements (other than working capital) necessary to enable the Purchaser to operate and carry on the Purchased Business immediately after the Effective Time in the same manner as it was conducted by the Vendor prior to the Time of Closing.
Sufficiency of the Purchased Assets. The Purchased Assets, together with the Intellectual Property Assets, constitute substantially all of the tangible and intangible assets that are used in the conduct of the business of the Business in the Ordinary Course of Business, and, together with the license granted to Data443 pursuant to Section 13.4(b), are sufficient to enable Data443 to continue to conduct the Business as currently conducted by Seller in the Ordinary Course of Business. None of the Purchased Assets are licensed or leased from any third party, and no lease payments, royalties, license fees or similar payments are due or payable (or may become due or payable) to any third party under any agreement affecting the Purchased Assets. None of the Purchased Assets are licensed to any third party (other than licenses granted to Seller’s customers for the Products).
Sufficiency of the Purchased Assets. The Purchased Assets provide as of the date hereof, and will provide as of the Closing Date and immediately thereafter, Purchasers and their Affiliates with all assets, properties (including real property, personal property and tangible and intangible property), contracts, rights, and interests, other than the Excluded Assets, necessary for Purchasers to conduct the Business in all material respects as it is conducted as of the date hereof and will be conducted immediately prior to the Effective Time.
Sufficiency of the Purchased Assets. Upon the Closing, Buyers will acquire good and marketable title in and to each of the Purchased Assets, free and clear of all Encumbrances, except the Permitted Encumbrances. Other than as described on SCHEDULE 3.6 and except for the Excluded Assets, the Intellectual Property included in the Purchased Assets constitutes, and on the Closing Date will constitute, all of the intellectual property (including without limitation, the Intellectual Property) that Sellers have used, held for use or is necessary for the use, in the manufacture, use, advertising, promotion, sale and distribution of the Products in the Territory on the Closing Date.
