Common use of Sufficiency of the Transferred Assets Clause in Contracts

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

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: (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.