Assets Necessary to Continue to Conduct Business Sample Clauses

Assets Necessary to Continue to Conduct Business. The Transferred Assets (a) constitute all of the assets, properties and rights (i) used in the Business as presently conducted other than the Excluded Assets, and (ii) necessary to conduct the Business as presently conducted, and (b) upon consummation of the transactions contemplated by this Agreement, Purchaser will obtain the resources necessary to conduct the Business as currently conducted by Seller. Except as set forth in Section 3.18 of the Disclosure Schedule, no Affiliate of Seller (which for purposes of this Section 3.18 shall include any current or prior shareholder of Seller) has any direct or indirect interest in any asset, property or right used in, or necessary to conduct, the Business as currently conducted by Seller (including, without limitation, any URL’s, trade names or trademarks related to the trade names “The Woodwind & The Brasswind” and “Music 123,” or any derivation thereof, wherever located).
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Assets Necessary to Continue to Conduct Business. Upon consummation of the transactions contemplated by this Agreement, Parent will obtain the resources necessary to conduct the Company’s business as currently conducted by Company and the Company Subsidiaries. The Company’s business is conducted solely through Company and the Company Subsidiaries. The Company owns, leases or otherwise has the right to use all assets and properties, and holds all rights, used in, or necessary to conduct, the Company’s business as currently conducted.
Sample 1
Assets Necessary to Continue to Conduct Business. The Assets constitute all of the assets, properties and rights used in, necessary or useful in connection with the conduct of the Business, and upon consummation of the transactions contemplated by this Agreement Buyer will obtain the resources necessary to conduct the Business as previously conducted by Sellers. The Business is conducted solely through the Sellers. No interest in any asset, property or right used in, necessary or useful in connection with the conduct of the Business is held, directly or indirectly, by any Person other than the Sellers. None of the Assets constitute securities, including, without limitation, any capital stock of any Subsidiary of any Seller.
Sample 1

Related to Assets Necessary to Continue to Conduct Business

  • Right to Conduct Activities The Company hereby agrees and acknowledges that ARCH, Flagship, Xxxxxxxxx and each Fidelity Investor (together with their respective Affiliates) each is a professional investment fund (each a “Fund”) and The Board of Regents, on behalf of UTMDACC, is an entity that has many opportunities to invest in entities, and as such invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, neither any Fund nor The Board of Regents, on behalf of UTMDACC, shall be liable to the Company for any claim arising out of, or based upon, and shall not be restricted in any way from engaging in, directly or indirectly, (i) an investment by such Fund or The Board of Regents, on behalf of UTMDACC, in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative or Affiliate of such Fund or The Board of Regents, on behalf of UTMDACC to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, subject to Section 6.15, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

  • No Obligation to Continue Business Relationship Neither the Plan, this agreement, nor the grant of this option imposes any obligation on the Company to continue the Optionee in employment or other Business Relationship.

  • Covenants Relating to Conduct of Business During the period from the date of this Agreement and continuing until the Closing Date, the Shareholders and the Corporation, jointly and severally, covenant and agree that (except as expressly contemplated or permitted by this Agreement, or to the extent that the Company shall otherwise consent in writing):

  • No Obligation to Continue Service This Agreement is not an agreement of consultancy. This Agreement does not guarantee that the Company or its affiliates will retain, or continue to retain, the Participant during the entire, or any portion of the, term of this Agreement, including but not limited to any period during which the Restricted Units are outstanding, nor does it modify in any respect the Company or its affiliate’s right to terminate or modify the Participant’s consultancy or compensation.

  • No Right to Continue Service or Employment Nothing herein shall be construed to confer upon the Participant the right to continue in the employ or to provide services to the Company or any Subsidiary, whether as an Employee or as a Contractor or as an Outside Director, or interfere with or restrict in any way the right of the Company or any Subsidiary to discharge the Participant as an Employee, Contractor, or Outside Director at any time.

  • RIGHT TO CONTINUED EMPLOYMENT Nothing in the Plan or this Agreement shall confer on you any right to continue in the employ of the Company or any subsidiary or affiliate of the Company or any specific position or level of employment with the Company or any subsidiary or affiliate of the Company or affect in any way the right of the Employer to terminate your employment without prior notice at any time for any reason or no reason.

  • Business Activities; Change of Legal Status and Organizational Documents The Credit Parties shall not: (i) engage in any line of business other than the businesses engaged in on the date hereof and business reasonably related thereto; (ii) change its name, its type of organization, its jurisdictions of organization or other legal structure; or (iii) permit its articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents to be amended or modified in any way which could reasonably be expected to have a Material Adverse Effect.

  • Assets Necessary to Business The Purchased Assets include all property and assets (except for the Excluded Assets), tangible and intangible, and all leases, licenses and other agreements, which are necessary to permit Buyer to carry on, or currently used or held for use in, the business of the Restaurant as presently conducted and as conducted immediately prior to the Closing Date.

  • No Obligation to Continue Employment Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time.

  • Performance to Continue Each party shall continue to perform its obligations under this Agreement pending final resolution of any dispute arising out or relating to this Agreement; provided, however, that a party may suspend performance of its obligations during any period in which the other party fails or refuses to perform its obligations.

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