Sufficiency of Transferred Assets. (a) Except as set forth in Section 6.27(a) of the AT&T Disclosure Schedule (and other than the Delayed Transfer Assets (as defined in the Separation and Distribution Agreement) that are AT&T Broadband Assets), as of the Effective Time, no material AT&T Broadband Assets will be owned or held by AT&T or any AT&T Subsidiary. Assuming consummation of the transactions contemplated by the Separation and Distribution Agreement and assuming the availability of any assets and services contemplated to be made available to the AT&T Broadband Group pursuant to the terms of the Ancillary Agreements, (i) the assets reflected on the unaudited combined balance sheet of the AT&T Broadband Group as of December 31, 2000 attached as Exhibit E were sufficient in all material respects to conduct the business of the AT&T Broadband Group in the manner reflected in the AT&T Broadband Financial Statements and (ii) at the Effective Time, the AT&T Broadband Assets will be sufficient for the conduct of the business of the AT&T Broadband Group as it is being operated immediately prior to the Separation. Assuming the condition set forth in Section 10.01(l) is satisfied with respect to all outstanding Indebtedness issued under the Notes Indenture, neither Parent, nor AT&T Broadband nor any AT&T Broadband Subsidiary will be required to guarantee or otherwise become liable for any material Indebtedness or liability of AT&T (to the extent not relating to the AT&T Broadband Group) or any AT&T Subsidiary (other than AT&T Broadband or any AT&T Broadband Subsidiary) as a result of the Separation or Distribution.
(b) Since December 31, 2000, (i) no material assets have been transferred from AT&T (to the extent relating to the AT&T Broadband Group), AT&T Broadband, any AT&T Broadband Subsidiary or the AT&T Broadband Group to AT&T (to the extent not relating to the AT&T Broadband Group) or any AT&T Subsidiary other than AT&T Broadband or any AT&T Broadband Subsidiary, other than the assets set forth in Section 6.27(b) of the AT&T Disclosure Schedule and (ii) no material liabilities have been assumed by AT&T (to the extent relating to the AT&T Broadband Group), AT&T Broadband, any AT&T Broadband Subsidiary or the AT&T Broadband Group from AT&T (to the extent not relating to the AT&T Broadband Group) or any AT&T Subsidiary other than AT&T Broadband or any AT&T Broadband Subsidiary, other than the liabilities set forth in Section 6.27 of the AT&T Disclosure Schedule.
(c) The investments set forth in ...
Sufficiency of Transferred Assets. Subject to Section 2.03, as of the Effective Time, no HippoRx Assets will be owned or held by Hippo or any of its Subsidiaries (other than the HippoRx Entities). As of the Effective Time, assuming the consummation of the transactions contemplated by Article 2 and Article 3 and the availability of any assets and services contemplated to be made available to Newco and its Subsidiaries (including the HippoRx Entities) pursuant to the terms of the Transaction Agreements, the HippoRx Assets will be sufficient to conduct the Hippo Institutional Pharmacy Business as currently conducted.
Sufficiency of Transferred Assets. Subject to Section 3.03, as of the Effective Time, no RhinoRx Assets will be owned or held by Rhino or any of its Subsidiaries (other than the RhinoRx Entities). As of the Effective Time, assuming the consummation of the transactions contemplated by Article 2 and Article 3 and the availability of any assets and services contemplated to be made available to Newco and its Subsidiaries (including the RhinoRx Entities) pursuant to the terms of the Transaction Agreements, the RhinoRx Assets will be sufficient to conduct the Rhino Institutional Pharmacy Business as currently conducted.
Sufficiency of Transferred Assets. Except for the exclusion of the Excluded Assets and assuming that HoldCo has the ability to provide to the VIOC Centers all corporate-level services of the type that are currently provided to the VIOC Centers by Ashland or any of its affiliates, the Transferred Assets, together with the Blanket License Agreement, are sufficient for the operation and conduct of the business of the VIOC Centers immediately following the Closing in substantially the same manner as currently operated and conducted, other than any insufficiency that would not reasonably be expected to have a VIOC Centers Material Adverse Effect.
Sufficiency of Transferred Assets. Except for the exclusion of the Excluded Assets and assuming that (i) HoldCo has the ability to provide to the Maleic Business all corporate-level services of the type that are currently provided to the Maleic Business by Ashland or any of its affiliates and (ii) the services to be provided by Ashland to HoldCo pursuant to the Transition Services Agreement will be provided as contemplated therein, the Transferred Assets are sufficient for the operation and conduct of the Maleic Business immediately following the Closing in substantially the same manner as currently operated and conducted, other than any insufficiency that would not reasonably be expected to have a Maleic Business Material Adverse Effect.
Sufficiency of Transferred Assets. Except as set forth on Schedule 3.4, the Seller Group has and will, subject to the entry of the Sale Order, transfer to Purchaser (to the fullest extent permissible under Section 363(f) of the Bankruptcy Code, as applicable) indefeasible title to the Transferred Assets (including all right, title, and interest therein), Free and Clear. Except as set forth on Schedule 3.4, assuming receipt of all required Consents, the Transferred Assets, together with and taking into account all Related Documents (including the Transition Services Agreement), include all assets, properties, and rights (including Intellectual Property) used or held for use by the Seller Group that are necessary as of immediately following the Closing to operate the Business in all material respects as presently conducted on the date hereof; provided, however, that nothing in this Section 3.4 shall be deemed to constitute a representation or warranty as to the adequacy of the amounts of cash or working capital (or the availability of the same) and this Section 3.4 shall not be deemed to be breached as a result of the failure to obtain any Consents or third party consents that may be required in connection with the Transactions, or any action that the Seller Group is required or permitted to take pursuant to Section 6.1 or for which Purchaser has provided its consent.
Sufficiency of Transferred Assets. Except (a) as set forth on Section 4.25 of the Company Disclosure Schedule, (b) as contemplated by the Transaction Agreements, (c) with respect to intellectual property (including trade secrets and other confidential information, Clear Channel Marks, Internet domain names, websites and website content, and social media user names and accounts), and (d) except to the extent Seller is unable to assign any Contract without obtaining consent or with the provision of notice pursuant to the terms of such Contract, and assuming that Purchaser has the ability to provide to the Business all division and corporate-level services of the type provided prior to the date of this Agreement to the Business by the Company or any Affiliates of the Company, the Assets collectively, constitute all of the assets, rights and properties necessary to permit Purchaser to operate and conduct the Businesses in each MSA immediately following the Closing in substantially the same manner as such Businesses are being operated and conducted in each MSA immediately prior to the Closing.
Sufficiency of Transferred Assets. Except for the Excluded Assets described in Section 1.2(a)-(m), the Transferred Assets, together with the rights granted to the Buyer under this Agreement and the Ancillary Agreements, constitute all of the material personal property and material assets that are necessary and sufficient for the conduct of the MRT Program as conducted as of the date hereof by Seller Parent and its controlled Subsidiaries.
Sufficiency of Transferred Assets. Except as set forth on Schedule 3.11, the Transferred Assets, whether real or personal, tangible or intangible, (a) comprise all of the assets, properties and rights that are necessary to conduct the Business as it is currently conducted consistent with past practice and (b) comprise all of the assets, properties and rights that are currently used by Sellers and their respective Affiliates to conduct the Business.
Sufficiency of Transferred Assets. Except as set forth in Schedule 4.18, the Transferred Assets constitute substantially all the assets of the Seller used in the Business as conducted by the Seller prior to the date hereof, and constitute all the rights and assets necessary to conduct the Business in the ordinary course as presently conducted by Seller.
