Sufficiency of the Transferred Assets Sample Clauses

Sufficiency of the Transferred Assets. Upon consummation of the transactions contemplated by this Agreement (including, without limitation, payment of the Consideration), the Transferor Parties will have sold, assigned, transferred and conveyed to Acquiror the Transferred Assets, free and clear of all Liens. Except as noted on Schedule 3.7, the Transferred Assets comprise all of the assets: (a) necessary for Acquiror to conduct the Business in the same manner as Transferors immediately preceding the Closing and (b) utilized by Transferor in the Business and will enable Acquiror to conduct the Business in the manner that Transferor has conducted the Business during the period ended March 31, 2012. Without limiting the foregoing, the Transferred Assets are all assets (other than personnel) necessary for Acquiror to fulfill the obligations under the Transferred Contracts, and are all operating assets of Transferor used in the Business. No assets necessary for or related to the conduct of the Business are owned or used by any Person other than Transferor
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Sufficiency of the Transferred Assets. Upon consummation of the transactions contemplated by this Agreement (including, without limitation, payment of the Cash Payment), the Transferor Parties will have sold, assigned, transferred and conveyed to the Acquiror the Transferred Assets, free and clear of all Liens. Except as noted on Schedule 3.6, the Transferred Assets comprise all of the assets: (a) necessary for the Acquiror to conduct the Business and (b) utilized by the Transferors in the Business and will enable the Acquiror to conduct the Business in the manner that the Transferors have conducted the Business during the period ended December 31, 2012. Without limiting the foregoing, the Transferred Assets are all assets (other than personnel) necessary for the Acquiror to fulfill the obligations under the Transferred Contracts, and are all operating assets of the Transferors used in the Business. Except as noted on Schedule 3.6, no assets necessary for or related to the conduct of the Business are owned or used by any Person other than the Transferors. Other than the Business, none of the Transferor Parties or any of their respective Affiliates are engaged in any business or professional endeavors.
Sample 1Sample 2Sample 3
Sufficiency of the Transferred Assets. Upon consummation of the transactions contemplated by this Agreement (including, without limitation, payment of the Cash Payment and the Stock Consideration) and the Transaction Documents, the Transferor Parties will have sold, assigned, transferred and conveyed to Acquiror the Transferred Assets, free and clear of all Liens. Except as noted on Schedule 3.7, the Transferred Assets comprise all of the assets: (a) necessary for Acquiror to conduct the Business (other than personnel) as it is presently being conducted and (b) utilized by Transferor in the Business (other than personnel) as it is presently conducted. Without limiting the foregoing, the Transferred Assets are all assets (other than personnel) necessary for Acquiror to fulfill the obligations under the Transferred Contracts, and are all operating assets of Transferor used in the Business. Except as noted on Schedule 3.7, no assets necessary for or related to the conduct of the Business are owned or used by any Person other than Transferor
Sample 1Sample 2
Sufficiency of the Transferred Assets. Upon consummation of the transactions contemplated by this Agreement (including, without limitation, payment of the Cash Payment and the Stock Consideration), the Transferor Parties will have sold, assigned, transferred and conveyed to Acquiror the Transferred Assets, free and clear of all Liens. Except as noted on Schedule 3.7, the Transferred Assets comprise all of the assets utilized by the Transferors in the Business and will enable Acquiror to conduct the Business in the manner that the Transferors have conducted the Business during the period ended September 30, 2012. Without limiting the foregoing, the Transferred Assets are all assets (other than personnel) necessary for Acquiror to fulfill the obligations under the Transferred Contracts, and are all operating assets of the Transferors used in the Business. No assets necessary for or related to the conduct of the Business are owned or used by any Person other than the Transferors.
Sample 1Sample 2
Sufficiency of the Transferred Assets. Upon consummation of the transactions contemplated by this Agreement (including, without limitation, payment of the Cash Payment and the Stock Consideration), the Transferor Parties will have sold, assigned, transferred and conveyed to Acquiror the Transferred Assets, free and clear of all Liens. Except as noted on Schedule 3.7, the Transferred Assets comprise all of the assets utilized by the Transferor Parties in the Business, and will enable Acquiror to conduct the Business in the manner that the Transferor Parties conducted the Business during the period ended December 31, 2012. Except as noted on Schedule 3.7, the Transferred Assets are all assets (other than personnel) necessary for Acquiror to fulfill the obligations under the Transferred Contracts, and include all operating assets of the Transferors used in the Business. No assets necessary for or related to the conduct of the Business are owned or used by any Person other than the Transferor Parties, other than the other holders of Equity Securities or Economic Interests in the Companies. Other than the Business, none of the Transferor Parties or any of their respective Affiliates are engaged in any business or professional endeavors.
Sample 1
Sufficiency of the Transferred Assets. Upon consummation of the transactions contemplated by this Agreement, Seller will have sold, assigned, transferred and conveyed to Buyer the Transferred Assets, free and clear of all Liens. Except as noted on Schedule 3.6(i), the Transferred Assets comprise all of the rights, privileges, instruments, interests and assets (other than personnel): (a) necessary for Buyer to conduct the Business in the same manner that Seller has conducted the Business during 2011, (b) utilized by Seller in the Business, (c) necessary to enable Buyer to utilize the Transferred Assets to conduct the Business in the manner that Seller has conducted the Business during 2011, and (d) necessary for Buyer to fulfill the obligations under the Transferred Contracts. Notwithstanding the foregoing, nothing in this Section 3.6 constitutes a representation or warranty of non-infringement of a third party’s Intellectual Property.
Sample 1
Sufficiency of the Transferred Assets. The Transferred Assets, together with the Excluded Assets, constitute all of the properties, assets and rights required for Seller's conduct of the Business as presently conducted.
Sample 1
AutoNDA by SimpleDocs
Sufficiency of the Transferred Assets. The Transferred Assets include substantially all of the assets of Seller. Upon consummation of the transactions contemplated by this Agreement (including, without limitation, payment of the Purchase Price), Seller will have sold, assigned, transferred and conveyed to Buyer the Transferred Assets, free and clear of all Liens. The Transferred Assets comprise all of the assets: (a) necessary for Buyer to conduct the Seller’s Business and (b) utilized by Seller in the Seller’s Business and when used in conjunction with the hardware systems and standard third-party desktop/laptop software applications used generally in its operations, will enable Buyer to conduct the Seller’s Business in the manner that Seller has conducted the Seller’s Business during 2012. Without limiting the foregoing, the Transferred Assets are all assets (other than personnel) necessary for Buyer to fulfill the obligations under the Transferred Contracts, and are all operating assets of Seller.
Sample 1
Sufficiency of the Transferred Assets. The Transferred Assets include substantially all of the assets of Watchpoints Subsidiary. Upon consummation of the transactions contemplated by this Agreement (including, without limitation, payment of the Purchase Price), Sellers will have sold, assigned, transferred and conveyed to Buyer the Transferred Assets, free and clear of all Liens. Except as noted on Schedule 3.6(i), the Transferred Assets comprise all of the assets: (a) necessary for Buyer to conduct the Watchpoints Business and (b) utilized by Sellers in the Watchpoints Business and when used in conjunction with the hardware systems and standard third-party desktop software applications used generally in its operations, all of which are identified on Schedule 3.6(ii), and Open Source Software, all of which is identified on Schedule 3.6(iii) will enable Buyer to conduct the Watchpoints Business in the manner that Sellers have conducted the Watchpoints Business during 2011. Without limiting the foregoing, the Transferred Assets are all assets (other than personnel) necessary for Buyer to fulfill the obligations under the Transferred Contracts, and are all operating assets of Sellers used in their “Watchpoints” division.
Sample 1

Related to Sufficiency of the Transferred Assets

  • 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.

  • 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.

  • Title to Assets; Sufficiency of Assets (a) GFI and the Subsidiaries of GFI have good and valid title to, or valid leasehold interests in, and immediately following the consummation of the Transactions and after giving effect thereto, the CME Retained Subsidiaries will have good and valid title to, or valid leasehold interests in or valid right to use, all material assets, properties and rights of the Trayport Business and the FENICS Business, free and clear of Liens other than Permitted Liens.

  • 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 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.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • 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.

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

Time is Money Join Law Insider Premium to draft better contracts faster.