All Assets Necessary Clause Samples

All Assets Necessary. (a) Except as set forth in Schedule 3.17, and except for Business Assets which will constitute Transferred Assets upon consummation of the Closing, Seller Parties own, lease or license (independently of any of their Affiliates) all property and assets necessary to perform their obligations under the Transition Services Agreement. (b) Except as specifically contemplated by the Ancillary Agreements and except for investment portfolio assets, all Business Assets which will constitute Transferred Assets upon consummation of the Closing will as of the Closing permit Purchaser to conduct the Business in substantially the same manner as it has been conducted prior to the Closing.

All Assets Necessary. (a) WFLP owns, leases or licenses all material property and assets necessary to carry on its businesses and operations as presently conducted, and all such assets and properties (other than as Buyer and Sellers may mutually agree) will be conveyed to Buyer at the Closing and will as of the Closing permit Buyer to conduct such businesses and operations in the same manner as such businesses and operations have been conducted prior to the Closing. (b) FWRLP owns, leases or licenses all material property and assets necessary to carry on its businesses and operations as presently conducted, and all such assets and properties (other than as Buyer and Sellers may mutually agree) will be conveyed to Buyer at the Closing and will as of the Closing permit Buyer to conduct such businesses and operations in the same manner as such businesses and operations have been conducted prior to the Closing. (c) California Farms owns, leases or licenses all material property and assets necessary to carry on its businesses and operations as presently conducted, and all such assets and properties (other than as Buyer and Sellers may mutually agree) will be conveyed to Buyer at the Closing and will as of the Closing permit Buyer to conduct such businesses and operations in the same manner as such businesses and operations have been conducted prior to the Closing. 3.7

All Assets Necessary. To the Knowledge of Seller, each Ref-Fuel Entity owns, leases or licenses all material property and assets necessary to carry on its respective business and operations as presently conducted. To the Knowledge of Seller, subject to scheduled major maintenance (consistent with past practice) of the Facilities and maintenance and capital expenditures contemplated by the Operating and Cap Ex Budgets, all such tangible assets are in adequate operating condition and repair, ordinary wear and tear excepted, and except for such required maintenance and repairs and such other operating conditions as would not reasonably be expected to have a Material Adverse Effect on any Project Partnership or on the Ref-Fuel Entities taken as a whole (excluding the Project Partnerships). To the Knowledge of Seller, all material buildings, structures and other improvements located on real property owned by the Ref-Fuel Entities are located completely within the boundary lines of such real property.

All Assets Necessary. Except as set forth in Schedule 3.6, the Company and its Subsidiaries own, lease or license all material property and assets necessary to carry on their businesses and operations as presently conducted, and all such assets and properties (other than as Buyer and the Company may mutually agree) will be conveyed to Buyer at the Closing and will as of the Closing permit Buyer to conduct such businesses and operations in the same manner as such businesses and operations have been conducted prior to the Closing.

All Assets Necessary. Except as set forth in Schedule 4.10.2, (i) TST’s assets include all assets, properties and rights necessary to conduct its Business substantially in the manner conducted since October 1, 2006, and (ii) Gemtron has not retained or failed to deliver any material asset or right of any kind or nature, which is owned by TST or which Gemtron or any of its Affiliates owns or to which Gemtron or any of its Affiliates has rights, which is necessary to, or designed for or used in the conduct of, TST’s Business; provided that this Section 4.10.2 does not apply to Intellectual Property.