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.
Sufficiency of Purchased Assets. The Purchased Assets constitute all of the property and assets (tangible and intangible) used or held for use in the conduct of the Business as it is conducted as of the date hereof except for the Excluded Assets and are adequate for Buyer to conduct the Business as it is currently being conducted.
Sufficiency of Purchased Assets. As of the date of this Agreement, the Purchased Assets constitute, and on the Closing Date will constitute, all of the assets or property used or held for use in the Business as of each such date except as set forth on Schedule 3.08. On the Closing Date, the Purchased Assets will be generally adequate to conduct the Business as currently conducted except as set forth on Schedule 3.08.
Sufficiency of Purchased Assets. The Purchased Assets together with the property and assets of the Purchased Subsidiaries (other than those that Seller contemplates transferring out of a Purchased Subsidiary pursuant to Section 2.06(a)(i)) constitute all of the property and assets (tangible and intangible, but excluding all Intellectual Property Rights) used or held for use primarily in the conduct of the Business by Seller or any of its Subsidiaries as it is conducted as of the date hereof except for the Excluded Assets, and, together with the services, occupancy and other rights to be provided to Buyer pursuant to the Transition Services Agreement, are adequate in all material respects for Buyer to conduct the Business as currently conducted by Seller and its Subsidiaries. No representations or warranties are made under this Section 3.15 with respect to Intellectual Property Rights, which are exclusively the subject of Section 3.14. For purposes of Article 11, the accuracy of the representations and warranties in Section 3.14(d) and this Section 3.15 shall be determined without exception or carve-out for the failure to obtain any Consent from any third party or Governmental Authority, whether or not the requirement therefor is disclosed in the Disclosure Schedule; provided that Buyer shall have complied in all material respects with its obligations pursuant to Sections 2.07 and 7.01 with respect to the obtaining of such Consent.
Sufficiency of Purchased Assets. Except as set forth on Section 3.15 of the Seller Disclosure Schedule, the Purchased Assets comprise all of the assets and rights necessary for Seller and its Affiliates in the conduct of the Product Business, and are sufficient for the continued conduct of the Product Business after the Closing Date in substantially the same manner as conducted prior to the Closing Date (provided the foregoing is not to be interpreted as a representation of non-infringement). None of the Excluded Assets are material to the Product Business. No Trademarks other than the Seller Trademarks and the Transitional Trademarks will be required to Exploit the Purchased Product Inventory on or following the Closing Date.
Sufficiency of Purchased Assets. Except as set forth on Part 4.9 of Disclosure Schedule, the Purchased Assets, both tangible and intangible, are (and as of the Closing will be) sufficient for the operation of the Business of the Company as currently conducted.
Sufficiency of Purchased Assets. Except as set forth on Section 3.12 of the Company Disclosure Schedules, except for the Excluded Assets and except as is not material and adverse to the Purchased Assets, the Assumed Liabilities and to the business and operations at the Acquired Stores (taken as a whole), the Purchased Assets and the Transferred Employees, when taken together with the rights of the Company under the Transition Services Agreement constitute all of the material rights, property and assets and employees necessary to conduct such business in substantially the same manner as currently conducted, except with respect to any Permits that are prohibited by Contract or applicable Law from being transferred.
Sufficiency of Purchased Assets. The Purchased Assets constitute all the property and assets, real, personal, and mixed, tangible and intangible (including, without limitation, contract rights), that are used or are useful in, or are necessary for the conduct of, the Business in accordance with present practices, and the Purchased Assets are sufficient for Buyer to continue to operate the Business in the ordinary course of business after the Closing.
Sufficiency of Purchased Assets. The Purchased Assets are sufficient to operate Seller’s Business as currently operated. Seller is not a party to any contract which is necessary in any material respect to Seller’s Business other than contracts which will be assigned to Buyer at the Closing hereunder.
Sufficiency of Purchased Assets. The Purchased Assets are sufficient to carry on the Purchased Business in the manner in which the Seller and its Subsidiaries have conducted the Purchased Business. All Purchased Assets owned and used by the Seller or any of its Subsidiaries in connection with the Purchased Business are in operating condition. To the knowledge of the Seller, (i) there are no facts or conditions affecting the Purchased Assets which would be reasonably anticipated to interfere in any material respect with the use, occupancy or operation of the Purchased Assets as currently used, occupied or operated, and (ii) there are no material repair or maintenance costs with respect to the Purchased Assets outside of the ordinary course of business that the Seller or any of its Subsidiaries reasonably expected to be incurred as of the date hereof.
