Title and Condition; Sufficiency of Assets Sample Clauses

Title and Condition; Sufficiency of Assets. (a) Seller, or another Seller Entity or Target Entity, has good and valid title to (or a valid leasehold interest in or license to) all of the Purchased Assets, free and clear of any and all Liens (except for Permitted Liens with respect to the Purchased Assets other than the Target Entity Shares), and at the Closing, assuming the receipt of all Approvals required for the transfer, conveyance and assignment of such Purchased Assets, Seller or another Seller Entity will have the ability to transfer, convey and assign good and valid title to the owned Purchased Assets (including record and beneficial ownership of all Purchased Entity Shares) and the right to use leased or licensed Purchased Assets, in each case free and clear of all Liens (except for Permitted Liens with respect to the Purchased Assets other than the Purchased Entity Shares) or restrictions on transfer imposed by applicable securities Laws (with respect to the Purchased Entity Shares). The Tangible Personal Property included in the Purchased Assets is, in the aggregate, in all material respects in good operating condition and repair (except for normal wear and tear).
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Title and Condition; Sufficiency of Assets. (a) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Business and the Purchased Entities, taken as a whole, Seller, or another Seller Entity or Purchased Entity, has good and valid title to (or a valid leasehold interest in or license to) all of the Purchased Assets, free and clear of any Liens (except for (i) Permitted Liens with respect to the Purchased Assets other than the Direct Purchased Entity Shares or outstanding equity interests of any other Purchased Entities and (ii) restrictions on transfer imposed by applicable securities Laws with respect to the Direct Purchased Entity Shares or outstanding equity interests of any other Purchased Entities). The Tangible Personal Property and Information Technology included in the Purchased Assets are in good operating condition and repair (except for normal wear and tear and except as would not reasonably be expected, individually or in the aggregate to be material and adverse to the Business and the Purchased Entities, taken as a whole.
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Related to Title and Condition; Sufficiency of 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.

  • 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.

  • Title and Condition of Assets Except for Lessee's leasehold interest in the Lease, the Lessee has good, marketable and legal title to its properties and assets. The Lessee has a good and valid leasehold interest in the Lease.

  • 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.

  • 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.

  • 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.

  • 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.

  • Title and Condition (a) The Leased Premises are demised and let subject to (i) the rights of any Persons in possession of the Leased Premises, (ii) the existing state of title of any of the Leased Premises, including any Permitted Encumbrances, (iii) any state of facts which an accurate survey or physical inspection of the Leased Premises might show, (iv) all Legal Requirements, including any existing violation of any thereof, and (v) the condition of the Leased Premises as of the commencement of the Term, without representation or warranty by Landlord.

  • Adequacy of Assets 6.7 (a) The assets of each Target Company and the facilities and services to which each Target Company has a contractual right include all rights, properties, assets, facilities and services necessary or desirable for the carrying on of the business of that Target Company in the manner in which it is currently carried on.

  • Ownership of Property; Liens; Investments (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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