ASSETS COMPRISING THE BUSINESS Sample Clauses

ASSETS COMPRISING THE BUSINESS. The Assets are all of the tangible and intangible properties (real, personal and mixed), including, without limitation, all licenses, intellectual property, permits and authorizations, and contracts that are necessary or material to the operation of the Business as now operated. The quantities of inventory and supply items included in the Assets are reasonable in light of the present and anticipated volume of the Business of the Seller in the ordinary course of the business of the Seller, consistent with past practice, as determined by the Seller in good faith and consistent with past practice.
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ASSETS COMPRISING THE BUSINESS. The Assets, including without limitation, all Owned Assets, Leased Assets and Managed Assets (including without limitation, all inventory included therein), Magnolia Facilities, Medi-Serve Facilities, Contracts, Proprietary Rights and Licenses listed on the Schedules to this Agreement, are all of the tangible and intangible properties (real, personal and mixed), including, without limitation, all licenses, intellectual property, permits and authorizations, contracts, leases and other agreements that are necessary or material to the operation of the Business as now operated.
Sample 1
ASSETS COMPRISING THE BUSINESS. The Assets represent all of the real and personal property, licenses, intellectual property, permits and authorizations, contracts, leases and other agreements that are used in the operation of the Business as now operated. Except as set forth in SCHEDULE 5.12, or as otherwise expressly set forth in this Agreement, neither the Shareholder (as opposed to the Company) nor any other Person (i) owns any personal property, licenses, intellectual property, permits or authorizations or (ii) has entered into any contracts, leases or other agreements that are necessary to the operation of the Business as now operated. The quantities of inventory items included in the Assets are reasonable in light of the present and anticipated volume of the Business and, except as set forth on SCHEDULE 5.12, the inventory is good, usable, merchantable and saleable in the ordinary course, in each case, as determined by the Shareholder in good faith and consistent with past practice.
Sample 1
ASSETS COMPRISING THE BUSINESS. Except as set forth on SCHEDULE 5.14, the Assets represent all of the real and personal property, licenses, intellectual property, permits and authorizations, contracts, leases and other agreements that are used in the operation of the Business as now operated. Except as set forth in SCHEDULE 5.14, or as otherwise expressly set forth in this Agreement, neither the Shareholder (as opposed to the Companies) nor any other Person (i) owns any personal property, licenses, intellectual property, permits or authorizations that are Assets, or (ii) has entered into any contracts, leases or other agreements that are necessary to the operation of the Business as now operated. The level of inventory included in the Assets is generally satisfactory to meet the Companies' current orders and expected production needs consistent with historical practice.
Sample 1
ASSETS COMPRISING THE BUSINESS. The Assets are all of the tangible and intangible properties (real, personal and mixed), including, without limitation, all licenses, intellectual property, permits and authorizations, and contracts that are necessary or material to the operation of the Businesses as now operated. The quantities of inventory and supply items included in the Assets are reasonable in light of the present and anticipated volume of the Businesses of the Company and the Subsidiary in the ordinary course of the business of the Company and the Subsidiary, consistent with past practice, as determined by the Shareholders and Guarantors in good faith and consistent with past practice.
Sample 1
ASSETS COMPRISING THE BUSINESS. The Assets represent all of the real and personal property, licenses, intellectual property, permits and authorizations, contracts, leases and other agreements that are necessary to the operation of the Business as now operated. Except as set forth in SCHEDULE 2.12 or as otherwise expressly set forth in this Agreement neither Seller (as opposed to any Company) nor any other Person (i) owns any personal property, licenses, intellectual property, permits or authorizations, or (ii) has entered into any contracts, leases or other agreements that are necessary to the operation of the Business as now operated.
Sample 1
ASSETS COMPRISING THE BUSINESS. The Assets, including without limitation, the inventory included therein, and the Leased Properties, Contracts, Proprietary Rights and Licenses listed on the Schedules to this Agreement as owned by Sellers represent all of the property (real, personal and mixed), licenses, intellectual property, permits and authorizations, contracts, leases and other agreements that are necessary or material to the operation of the Business as now operated (the "Necessary Assets"), except for the Excluded Assets. No Medicare or Medicaid provider number is necessary or appropriate for the operation of the Business because Sellers do not directly bill Medicare or Medicxxx.
Sample 1
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ASSETS COMPRISING THE BUSINESS. The Assets constitute and will constitute on the Closing Date (a) all of the material assets and rights that are used in the operation of the Business as it is being conducted as of the date of this Agreement and as it will be conducted on the Closing Date and (b) represent all of the material real and personal property, Licenses, Intellectual Property, and authorizations, contracts, leases and other agreements that are necessary to the operation of the Business as now operated, in each case, except for the Excluded Assets. Except as set forth on Schedule 4.15 and except for Excluded Assets, IHS (as opposed to Seller) does not own any personal property, licenses, intellectual property, permits or authorizations, and has not entered into any contracts, leases or other agreements that have been used in, or that are necessary to the operation of, the Business as now operated, except as otherwise expressly set forth in this Agreement. The quantities of inventory items included in the Assets are reasonable in light of the present and anticipated volume of the Business and the inventory is good, usable, merchantable, and saleable in the ordinary course of Business, in each case, as determined by Seller in good faith and consistent with past practice. The accounts receivable of Seller are reflected properly on its books and records in accordance with GAAP and have been billed or invoiced in the ordinary course of business consistent with past practice.
Sample 1
ASSETS COMPRISING THE BUSINESS. The Assets and the Real Property represent all of the material real and personal property, licenses, intellectual property, permits and authorizations, contracts, leases and other agreements that are used in the operation of the Business as now operated. Except as set forth in Schedule 2.12, or as otherwise expressly set forth in this Agreement, none of the Sellers (as opposed to the Company) or any other Person (i) owns any real property, personal property, licenses, intellectual property, permits or authorizations or (ii) has entered into any contracts, leases or other agreements that are necessary to the operation of the Business as now operated.
Sample 1

Related to ASSETS COMPRISING THE BUSINESS

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Conduct of the Business Pending the Closing (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Sellers shall, and shall cause the Company to:

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Conduct of Business Pending the Closing From and after the execution and delivery of this Agreement and until the Closing Date, except as otherwise provided by the prior written consent or approval of the Buyer:

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • Operations Since Balance Sheet Date (a) Except as set forth in Schedule 5.5(A), since the Balance Sheet Date, there has been:

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Conduct of Business Pending Closing Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:

  • Operation of the Business Between the date of this Agreement and the Closing, Seller shall:

  • Conduct of Business by the Company Pending the Closing The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) the Company shall use all reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

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