Common use of Sufficiency of Transferred Assets Clause in Contracts

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 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)Documents, 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 and at all times from the consummation of the Prior Transaction through the date hereof, including all revenue producing Contracts related to the Business; 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 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)Documents, 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 hereofOriginal Agreement Date and at all times from the consummation of the Prior Transaction through the Original Agreement Date, including all revenue producing Contracts related to the Business; 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.