All Necessary Assets. The Assets together with the rights under the Related Agreements constitute all property and other rights necessary to enable the Partnership to operate and conduct the Contributed Business in substantially the same manner as it is being operated and conducted on the date of this Agreement, except in all cases where the failure of the Partnership to acquire such property or other rights by conveyance or license would not in the aggregate reasonably be expected to have a Material Adverse Effect.
All Necessary Assets. The Assets represent all of the intangible assets (except for those included in the BATA) necessary for the operation or promotion of the Business and the Websites, and there are no intangible assets which have been used in the ordinary operation of the Business that are not included in the Assets.
All Necessary Assets. The Purchased Assets constitute all of the material assets, contracts and leases used in the operation of Seller's business at the Assumed Lease Stores and the Owned Stores other than the Excluded Assets.
All Necessary Assets. Except for the Excluded Assets, the Purchased Assets constitute all of the assets which are used in, and all of the assets which are necessary for, the conduct of the Business as presently conducted.
All Necessary Assets. Except for the Excluded Assets, the Purchased Assets comprise all of the assets, properties and rights (including, without limitation, intellectual property rights and any data processing equipment, software and/or data files) required to operate the Business in the manner in which it has heretofore been operated by Seller.
All Necessary Assets. Except for the Excluded Assets, the Assets being sold, transferred, conveyed, assigned and delivered by Seller under this Agreement constitute all of the assets used by Seller in the conduct of the Embassy Business in all material respects.
All Necessary Assets. The Station Assets described in Section 1 and set forth in the Exhibits hereto, together with the Real Property, constitute all of the assets, property and business owned, used or needed by Seller or in which Seller has any interest (other than the Excluded Assets) in carrying on the business and operation of the Station as presently conducted. Other than the Excluded Assets, there are no other rights, assets or property owned, used or needed by Seller in connection with the Station or needed in the operation thereof.
All Necessary Assets. The Stations Assets described in Section 1 and set forth in the Exhibits hereto, together with the Real Property and the Tower Lease Agreement for the FM Tower Site, constitute all of the assets, property and business owned, used or needed by Grantor or in which Grantor has any interest (other than the Excluded Assets) in carrying on the business and operation of the Stations as presently conducted. Other than the Excluded Assets, there are no other rights, assets or property owned, used or needed by Grantor in connection with the Stations or needed in the operation thereof.
All Necessary Assets. Except for the Excluded Assets, all of the rights, properties and assets utilized or required by Boise Cascade in connection with owning and operating the Business are (i) either owned by the Entities; or (ii) licensed or leased to the Entities under one of the Contracts conveyed to Purchaser under this Agreement. The Assets constitute all the assets necessary for Purchaser to conduct the Business following the Closing in a manner substantially similar to the manner in which it was conducted by the Entities prior to the Closing, except for those aspects of the Business which utilize the Excluded Assets. Neither Boise Cascade nor Oxford has a commitment or legal obligation, absolute or contingent, to any person other than the Purchaser to sell, assign, transfer, lease, sublease, or effect a sale of any Assets, except in the ordinary course of business consistent with past practice.
All Necessary Assets. The Assets (including the Personal Property, Inventory, Material Agreements, Intellectual Property, Receivables, Permits, Books and Records and Goodwill) being sold, transferred, conveyed, assigned and delivered by Seller under this Agreement constitute all of the assets used by Seller in the conduct of the Xxxx Business, except for the land, building, improvements, machinery and equipment and office furniture of Seller which is not being conveyed to Purchaser under this Agreement.
