Common use of Sufficiency of and Title to Assets Clause in Contracts

Sufficiency of and Title to Assets. Upon the consummation of the transactions contemplated by this Agreement, the Sellers will have assigned, transferred and conveyed to the Buyer all of the Purchased Property free and clear of any Encumbrances, except for Permitted Encumbrances, which Purchased Property (a) constitutes all of the properties and assets now held or employed by the Sellers or any of their Affiliates that are attributable to the Businesses, (b) constitutes and on the Closing Date will constitute, all of the property and assets that are necessary to permit the operation of the Businesses as historically and currently conducted, (c) is suitable for the purposes for which it is currently used, and (d) is to be conveyed hereunder in good operating condition and repair, subject to reasonable use, wear and tear. No assets used in the Businesses are owned by any party other than one of the Sellers except for property that is the subject of the Contracts.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (GHS Inc)

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Sufficiency of and Title to Assets. Upon the consummation of the transactions contemplated by this Agreement, the Sellers will have assigned, transferred and conveyed to the Buyer all of the Purchased Property free and clear of any Encumbrances, except for Permitted Encumbrances, which Purchased Property (a) constitutes all of the properties and assets now held or employed by the Sellers or any of their Affiliates that are attributable to the Businesses, (b) constitutes and on the Closing Date will constitute, all of the property and assets that are necessary to permit the operation of the Businesses as historically and currently conducted, (c) is suitable for the purposes for which it is currently used, and (d) is to be conveyed hereunder in good operating condition and repair, subject to reasonable use, wear and tear. No assets used in the Businesses are owned by any party other than one of the Sellers except for property that is the subject of the Contracts.. Section 5.24

Appears in 2 contracts

Samples: Asset Purchase Agreement (Magellan Health Services Inc), Asset Purchase Agreement (Magellan Health Services Inc)

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