Sufficiency and Condition of Assets Sample Clauses

Sufficiency and Condition of Assets. The assets of each of the Issuers and the Subsidiary Guarantors include all of the assets and properties necessary or required in, or otherwise material to, the conduct of the businesses of each of them as currently conducted and as proposed to be conducted, and such assets are in working condition, except where the failure of such assets to be in working condition would not, singly or in the aggregate, have a Material Adverse Effect.

Sufficiency and Condition of Assets. The assets owned, licensed or leased by the Company constitute all of the property and assets necessary to carry on the Business as it is currently carried on, are free of material defects and include all proprietary rights, Intellectual and Industrial Property Rights and other property and assets, tangible and intangible, used in connection with the Business. All material tangible assets used in the Business are in good operating condition and in a state of good repair and maintenance, except only for reasonable wear and tear. All tangible assets used in the Business, other than inventory, motor vehicles and equipment in transit, are located on the Leased Property.

Sufficiency and Condition of Assets. The assets of each of the Issuers include all of the assets and properties necessary or required in, or otherwise material to, the conduct of the businesses of each of them as currently conducted and as proposed to be conducted (as described in the Offering Circular), and such assets are in working condition, except where the failure of such assets to be in working condition would not, singly or in the aggregate, have a Material Adverse Effect. Without limiting the foregoing, each of the properties of the Issuers (including, without limitation, all buildings, structures, improvements and fixtures located thereon, thereunder, thereover or therein, and all appurtenances thereto and other aspects thereof) is otherwise suitable, sufficient, adequate and appropriate in all respects (including physical, structural, operational, legal, practical and otherwise) for its current and proposed use, operation and occupancy, except, in each such case, for such failures to meet such standards as would not, singly or in the aggregate, have a Material Adverse Effect.

Sufficiency and Condition of Assets. All of the material tangible personal property (other than Inventory included in the tangible and intangible assets owned, licensed or leased by Romeo and its Subsidiaries) (i) are in all material respects adequate and suitable for their present uses, (ii) are in good working order, operating condition and state of repair (ordinary wear and tear excepted), and (iii) have been maintained in all material respects in accordance with normal industry practice.

Sufficiency and Condition of Assets. (a) The Arch Contributed Assets, together with the Arch Retained IP and the services to be provided to the JV Company by the Operator (as defined in the LLC Agreement) pursuant to the LLC Agreement, constitute all property and other rights necessary to operate and conduct the Arch Business in substantially the same manner as it is currently being operated and conducted. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Arch Material Adverse Effect, all of the Tangible Personal Property currently used in the Arch Business and included in the Arch Contributed Assets (i) is in good operating condition and repair (ordinary wear and tear excepted) and (ii) has been maintained in a manner consistent with industry practice.

Sufficiency and Condition of Assets. The assets of the Company and the Subsidiaries will include all of the assets and properties necessary or required in, or otherwise material to, the conduct of the businesses of each of them as currently conducted and as proposed to be conducted, and such assets are in working condition, except where the failure of such assets to be in working condition would not, singly or in the aggregate, have a Material Adverse Effect.

Sufficiency and Condition of Assets. The non-cash assets of the Company include all of the non-cash assets and properties reasonably necessary or required in, or otherwise material to, the conduct of its business, and substantially all such assets are in working condition.

Sufficiency and Condition of Assets. Except as set forth on Schedule 5.11, the Purchased Assets and Transferred Equity Interests include all properties and assets reasonably necessary for the normal operation of the Mediasite Business by Buyer substantially as currently conducted. The items of material tangible personal property included in the Purchased Assets in all material respects (a) are fit for the purposes for which they are currently being used or are intended for use, (b) are in satisfactory operating condition and repair taking into account the purposes for which they are currently being used (ordinary wear and tear excepted), and (c) do not have any defects that could reasonably be expected to interfere in any material respect with their current use in connection with the Mediasite Business.

Sufficiency and Condition of Assets. (a) The Peabody Contributed Assets, together with the Peabody Retained IP and the services to be provided to the JV Company by the Operator (as defined in the LLC Agreement) pursuant to the LLC Agreement, constitute all property and other rights necessary to operate and conduct the Peabody Business in substantially the same manner as it is currently being operated and conducted. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Peabody Material Adverse Effect, all of the Tangible Personal Property currently used in the Peabody Business and included in the Peabody Contributed Assets (i) is in good operating condition and repair (ordinary wear and tear excepted) and (ii) has been maintained in a manner consistent with industry practice.