Sufficiency and Condition of Purchased Assets Sample Clauses

Sufficiency and Condition of Purchased Assets. The Purchased Assets, --------------------------------------------- taken as a whole, constitute all the material properties and assets relating to or used or held for use in connection with the Business during the past 12 months (except for assets or rights sold, disposed of or consumed in the ordinary course of business and the Excluded Assets). Except for the Excluded Assets, there are no material assets or properties used primarily in the operation of the Business that, as of the Closing, will be owned by a Person other than the Seller that will not be licensed or leased to the Buyer under valid, current license arrangements or leases. All vehicles, equipment and other tangible assets and properties, taken as a whole and not individually, whether owned or leased, that are part of the Purchased Assets, are in good operating condition (ordinary wear and tear excepted), are usable in the ordinary course of business consistent with past practice, are free from any defects known to Seller, and, to Seller's knowledge, conform to all applicable regulations relating to their use and operations, except where the failure to be in good operating condition, free from defects known to Seller, usable in the ordinary course of business or in conformance with such regulations would not reasonably be expected to have a Material Adverse Effect.
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Sufficiency and Condition of Purchased Assets. (a) The sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer and the designated Buyer Affiliates at the Closing as contemplated by this Agreement together with the rights to be granted to Buyer and its Affiliates under the Related Agreements will transfer to Buyer and the Buyer Affiliates, either directly or through the transfer of the CS Equity Interests, all of the material tangible and intangible assets and properties currently used in the Business (other than the Excluded Assets consisting of machining assets used to machine sidewall blocks) in substantially the same manner and to substantially the same extent as currently used by GTI and its subsidiaries (including the CS Companies).
Sample 1
Sufficiency and Condition of Purchased Assets. As from the purchase of the Purchased Business by the Purchaser and its Affiliate on the Closing Date, the Purchaser will hold and benefit from all the Purchased Assets owned or leased by the Vendor as well as the rights, titles and interest required in order to continue operating the Purchased Business as it was operated by the Vendor prior to the Closing Date. All Purchased Assets owned and used by the Vendor in connection with the Purchased Business are in good operating condition and are in a state of good repair and maintenance. The Purchased Assets and their use by the Vendor and the Subsidiaries are in compliance with the Laws applicable thereto or to the use thereof.
Sample 1
Sufficiency and Condition of Purchased Assets. The Purchased Assets include all assets (including intangible assets) that are material to the operation of the CapMed Business. No maintenance outside the ordinary course of business is needed with respect to the Purchased Assets. None of the Purchased Assets, or the ownership or operation thereof, is in material violation of any law or other ordinance, code, rule or regulation. The Purchased Assets are in all respects in good condition and working order (reasonable wear and tear excepted).
Sample 1
Sufficiency and Condition of Purchased Assets. (a) Except as set forth on Schedule 3.25(a), the Purchased Assets and the Real Property, upon consummation of the transactions contemplated hereby, are sufficient to enable the Buyer to operate the Business after the Closing Date in the substantially same manner as the Business is presently conducted. All of the Purchased Assets are currently held by GG- TN and GG-GA. Except as set forth on Schedule 3.25(a), GG-GA and GG-TN have good and marketable title to, or valid leasehold interests in or other valid rights to use, free and clear of Encumbrances other than Permitted Encumbrances, the Purchased Assets.
Sample 1

Related to Sufficiency and Condition of Purchased Assets

  • 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.

  • 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.

  • Conditions to Obligation of Purchaser The obligation of Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

  • Conditions Precedent to Obligation of Purchaser The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion:

  • Title to and Condition of Properties Except as would not have a Material Adverse Effect, the Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Conditions Precedent to Obligations of Purchaser The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law):

  • Conditions of Purchase The Purchaser's obligation to purchase and pay for the FFELP Loans hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent:

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Reassignment of Purchased Receivables Upon deposit in the Collection Account of the Purchase Amount of any Receivable repurchased by Seller under Section 5.1 hereof, Purchaser and the Issuer shall take such steps as may be reasonably requested by Seller in order to assign to Seller all of Purchaser’s and the Issuer’s right, title and interest in and to such Receivable and all security and documents and all Other Conveyed Property conveyed to Purchaser and the Issuer directly relating thereto, without recourse, representation or warranty, except as to the absence of Liens created by or arising as a result of actions of Purchaser or the Issuer. Such assignment shall be a sale and assignment outright, and not for security. If, following the reassignment of a Purchased Receivable, in any enforcement suit or legal proceeding, it is held that Seller may not enforce any such Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce the Receivable, Purchaser and the Issuer shall, at the expense of Seller, take such steps as Seller deems reasonably necessary to enforce the Receivable, including bringing suit in Purchaser’s or in the Issuer’s name.

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