Sufficiency of Purchased Assets; Property Sample Clauses

Sufficiency of Purchased Assets; Property. (a) (i) The Transferred Parent Rights, the licenses granted to Seller under the Assumed Contracts, and the Purchased Assets constitute all of the assets used in, related to and necessary for the conduct of the Business as currently conducted (except as relates to the Excluded Assets (including the Shared Administrative Licenses)) and (ii) the interests of Seller in the Purchased Assets to be transferred pursuant to this Agreement are sufficient in all material respects for the continued conduct of the Business by ▇▇▇▇▇ after the Closing in substantially the same manner as the Business is now conducted (except as relates to the Excluded Assets); provided, however, that this sentence will not be construed to apply with respect to infringement, violation or misappropriation of the Intellectual Property Rights of any Person (excluding Seller Parent and its Affiliates), which is covered in Section 2.10.4(a) below. All of the Purchased Assets are in good condition and repair subject to normal wear and tear, in sufficient working order and have been adequately maintained. Each Purchased Asset is: (A) legally and beneficially owned solely by Seller, free from all Encumbrances other than Permitted Encumbrances, and (B) in the possession or under the control of Seller. Seller has the power to sell the Purchased Assets free and clear of all Encumbrances (other than Permitted Encumbrances). Neither Seller Parent, nor any other Person, including any Related Party, has any ownership interest in, or title to, the Purchased Assets. Upon the Closing, Buyer will take the Purchased Assets free and clear of all Encumbrances (other than Permitted Encumbrances). No Purchased Asset is subject to any Claim or outstanding Order that restricts in any manner the use, transfer, sale or licensing thereof or that may affect the validity, use, transfer, sale or enforceability of any of the Purchased Assets or any rights or remedies relating thereto. (b) Seller does not own, nor has Seller ever owned, any real property. (c) Schedule 2.7(c) to the Disclosure Memorandum contains an accurate and complete list of all real property leased or currently being used by Seller (the “Real Property”). The lease agreements with respect to the Real Property (the “Leases”) are valid, binding, and enforceable against Seller in accordance with their terms, except to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or other Appli...
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Related to Sufficiency of Purchased Assets; Property

  • Sufficiency of Purchased Assets Except for the Excluded Assets, the Purchased Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, which are owned and used by the Seller to operate the Business as currently conducted in the ordinary course.

  • Condition and Sufficiency of Assets The buildings, plants, structures, and equipment of the Acquired Companies are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The building, plants, structures, and equipment of the Acquired Companies are sufficient for the continued conduct of the Acquired Companies' businesses after the Closing in substantially the same manner as conducted prior to the Closing.