Assets Complete. Other than the Excluded Assets, the Acquired Assets constitute all of the material assets, rights and properties that are used or necessary for the conduct of the Business as conducted during the 12 months prior to the date of this Agreement and as now conducted by Seller. All propane inventory of Seller is (i) of a quality sufficient to meet industry specifications and (ii) of a quantity usable by Seller and saleable at normal selling prices in the normal course of the Business.
Assets Complete. The assets of the Company as of the Closing will include all the equipment, inventory and other assets (including leased or licensed assets) being presently used in the conduct of or related to the businesses of the Company except those sold or otherwise consumed after the date hereof in the ordinary course of business.
Assets Complete. Except for the Excluded Assets, the Assets to be transferred to Buyer pursuant to this Agreement and the Transaction Documents include all the assets and rights used by Seller in connection with the use, marketing, promotion, sale and distribution of the Products, and the operation of the Assets and the Facilities in connection with the Business, in the same manner as currently conducted by Seller. The execution and delivery of the Transaction Documents by the parties and the payment by Buyer to Seller of the Aggregate Purchase Price of the Assets set forth in Section 3.1 will result, subject to obtaining the Consents and Approvals set forth in Schedule 5.5 and to the qualifications set forth in Section 5.31 below, in Buyer’s immediate acquisition of good, valid and marketable title to the Assets, free and clear of any Encumbrance, except for the Permitted Encumbrances.
Assets Complete. The Contributed Assets represent all assets that are necessary to conduct the ASP Business as presently conducted.
Assets Complete. 12 SECTION 4.22
Assets Complete. The Assets to be transferred to Buyer pursuant to this Agreement and the Transaction Documents include all the assets and rights used by Seller, and sufficient to permit Buyer to operate the Business in the same manner as heretofore and currently conducted by Seller.
Assets Complete. Except as set forth on Schedule 3.25 hereto, the Acquired Companies own, hold, license, or otherwise possess such assets, properties, licenses and rights necessary to the operation of the Business as currently conducted.
Assets Complete. 21 6.11. Notice; Efforts to Remedy . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 6.12.
Assets Complete. 22 2.34 No Changes Prior to Closing Date...............................................................22 2.35 Disclosure.....................................................................................22 2.36 Broker's or Finder's Fees......................................................................23 2.37
Assets Complete. The Assets to be transferred to Buyer pursuant to this Agreement or otherwise made available to Buyer pursuant to Section 2.5(b) (with respect to the Nonassignable Contracts) and the Sublease and the transition services agreement included in the Transaction Documents include all the material assets and rights used by Seller, and are sufficient to permit Buyer to conduct the Business in substantially the same manner as currently conducted by Seller. Except for any Excluded Assets being made available to Buyer pursuant to the Sublease or transition services agreement included in the Transaction Documents, none of the Excluded Assets is currently being used in any material manner in the conduct of the Business for any purpose.
