Sufficiency of Acquired Assets. The Acquired Assets constitute all of the material assets used by the Seller in the conduct of the Business, except for the Excluded Assets. The tangible Personal Property included in the Acquired Assets that are used in the conduct of the Business are in good condition and repair, ordinary wear and tear excepted, for property of comparable type, age and usage.
Sufficiency of Acquired Assets. Except as set forth on Schedule 4.5, the Acquired Assets and assets of the Sale Companies, together with the Intellectual Property rights to be licensed from Sellers to Buyers pursuant to the IP License Agreement and the services to be provided to Buyers pursuant to the Transition Services Agreement, comprise all of the assets necessary to carry on the Company Business and the Steering Business in all material respects as they are now being conducted. The Acquired Assets and assets of the Sale Companies, together with the Intellectual Property rights to be licensed from Sellers to Buyers pursuant to the IP License Agreement and the services to be provided to Buyers pursuant to the Transition Services Agreement, comprise all of the assets necessary for the GM Buyers to manufacture the UAW Site Products after closing in all material respects as now being manufactured.
Sufficiency of Acquired Assets. The Acquired Assets include, except as set forth in Schedule 3.06, all the assets reflected on the Seller Financial Statements (other than receivables and consumable assets used in the ordinary course of business). The Acquired Assets constitute all the assets necessary for the conduct of the Business by the Buyer immediately following the Closing in the same manner as conducted on the date of the Reference Balance Sheet Date and as conducted by the Seller as of the date hereof.
Sufficiency of Acquired Assets. The Acquired Assets include all properties and rights of Sellers used in the conduct of the Business as conducted by Sellers and are sufficient for the conduct of the Business by Buyer in the Ordinary Course of Business.
Sufficiency of Acquired Assets. The Owned Assets, together with the assets listed on the Schedule delivered by Parent pursuant to Section 8.2, and Buyer’s rights under this Agreement and the Related Documents (including the assets, rights and services to be made available under the Buyer Transition Services Agreement) constitute all of the assets, properties, Contracts, licenses, accounts and rights primarily related to, material to or necessary to carry on the Business as a going concern on a basis consistent with past prudent practices of each of the Purchased Entities and the Sellers.
Sufficiency of Acquired Assets. The Acquired Assets immediately after the Closing shall constitute all of the assets necessary for Buyer to produce the MYO-T12 product.
Sufficiency of Acquired Assets. Except as set forth on Schedule 4.5, the Acquired Assets and assets of the Sale Companies, together with the Intellectual Property rights to be licensed from Sellers to Buyers pursuant to the IP License Agreement and the services to be provided to Buyers pursuant to the Transition Services Agreement, comprise all of the assets necessary to carry on the Company Business and the Steering Business in all material respects as they are now being conducted.
Sufficiency of Acquired Assets. The Acquired Assets constitute all of the assets that are employed by Seller in connection with the Business. The Acquired Assets are sufficient for the conduct of the Business immediately following the Closing in substantially the same manner as currently conducted. Seller, however, makes no representation or warranty as to the profitability of the Business.
Sufficiency of Acquired Assets. The Acquired Assets constitute all of the assets necessary for the conduct of the Business, except for the Excluded Assets, as conducted through Closing. The Business is conducted through the Seller only and not through any of its subsidiaries. Schedule 3.06 lists all material items of equipment owned or leased in the conduct of the Business. Such equipment is adequate for the conduct of the Business as currently conducted and in good operating condition, regularly and property maintained, subject to normal wear and tear. Seller has sole and exclusive ownership, free and clear of any Encumbrances, or the valid right to use, unrestricted by contract, all customer lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to current and former customers of the Business. No Person other than Seller possesses any licenses, claims or rights with respect to the use of any such customer information owned by Seller.
Sufficiency of Acquired Assets. All of the Acquired Assets which are tangible property are suitable for purposes for which they are used and are in good operating condition and repair, ordinary wear and tear excepted, and are available for immediate use. The Acquired Assets constitutes all of the assets required for the conduct and operation of the Sellers’ Operations as currently conducted.
