Assets of the Business. The Company has and will have as of the Closing Date good and marketable title to the Assets, free and clear of any and all Encumbrances. The Assets and the rights conferred by the Business Contracts comprise all of the properties, assets (including, without limitation, computer software and licenses therefor) and rights of the Company which relate to the conduct of the Business as presently conducted and are adequate to conduct the Business as presently conducted by the Company.
Assets of the Business. Except as set forth in Schedule 5.7(b) to the Northrop Grumman Disclosure Letter and except for the Excluded Assets, the Automotive Assets, the Equity Interests and the rights conferred by the Ancillary Agreements comprise all of the properties, assets (including computer software and licenses therefor) and rights necessary to enable the Company and its Subsidiaries to conduct and operate the Automotive Business as presently conducted and operated; provided, however, that this representation does not include any representation as to any infringement of any third party Intellectual Property rights. At Closing, the Company and its Subsidiaries shall have no Assets other than the Equity Interests, the Automotive Assets and the rights conferred by the Ancillary Agreement and no Liabilities other than (i) the Indebtedness set forth on Schedule 5.2(d) to the Northrop Grumman Disclosure Letter, (ii) other Automotive Liabilities, (iii) other Liabilities of the Transferred Entities (other than Excluded Liabilities), (iv) Liabilities for which Parent shall be indemnified under Articles X and XI and (v) Liabilities incurred by the BCP Entities.
Assets of the Business. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as hereafter defined), Seller shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase from Seller, the following property and rights (the "Assets") owned by Seller and used in the operation of the Business:
(i) All machinery, equipment, tools, dies, molds and related ancillary improvements and other tangible personal property, including all useful spare and replacement parts, materials and supplies used in the Business and listed on SCHEDULE 1(a)(i) attached hereto (collectively, the "Equipment");
(ii) All of Seller's saleable inventory of raw materials, work in process and finished goods used in the operation of the Business and included in the physical inventory count conducted pursuant to SECTION 3(c) (collectively, the "Inventory");
(iii) to the extent transferable, all of Seller's rights, title and interest in and to all purchase orders from customers and any unfilled customer orders relating to the Business (the "Customer Orders") and all customer deposits or advance payments made to Seller relating thereto (the "Customer Deposits"); 7
(iv) All of Seller's rights, title and interest in and to all Intellectual Property (as defined in SECTION 10(m) hereof) used in connection with the Business, including, but not limited to, the patents, trademarks, applications for patents and trademarks, and licenses listed on SCHEDULE 1(a)(iv) attached hereto;
(v) All of Seller's rights, title and interest in and to those dealer or distributor agreements, employee agreements and other contracts set forth on SCHEDULE 1(a)(v) attached hereto (collectively, the "Assumed Contracts");
(vi) All of Seller's rights, title and interest in and to all rights and warranties from vendors or suppliers of any of the Assets;
(vii) All of Seller's records relating to (A) present, former and prospective customers of the Business (including all dealers, distributors and independent sales representatives), including customer lists, contacts, pricing information, sales records, payment terms and history, dealer policies, manuals and guidelines and other related records; (B) present, former and prospective suppliers for the Business, including supplier lists, contacts, pricing information, supply history and other related records; (C) the Intellectual Property; and (D) copies of such other records relating to the Business as may be necessary or advisable for the operati...
Assets of the Business. The Acquired Assets consist of all of the assets, properties, rights and agreements (other than the Excluded Assets) used or held for use by the Seller and its Affiliates in connection with the conduct of the Business or necessary therefor as conducted as of the date of this Agreement.
Assets of the Business. (a) Except as set forth in Section 4.8 or Schedule 3.8, the Assets, the Assigned Contracts and the rights provided to Buyer under the Buyer Transaction Agreements comprise all of the assets, tangible and intangible, of any nature whatsoever, and rights of Seller used in or necessary for the conduct of the Business as currently conducted.
(b) The tooling transferred to Buyer hereunder, together with the tooling rights granted to Buyer pursuant to the Buyer Transaction Agreements, is all the tooling used in or necessary for the conduct of the Business as currently conducted and for Buyer to perform under the BCA Supply Agreement.
Assets of the Business. Except as set forth in Section 3.21 of the Seller Disclosure Schedule, the Assets owned, leased or licensed by the Companies (a) constitute all of the assets used or held for use by the Companies in the Business, (b) are adequate to continue to operate the Business as it is presently conducted consistent with past practice in all material respects, and (c) to the extent owned by the Company are owned free and clear of all Encumbrances other than Permitted Encumbrances. The Companies have good and valid title to, or a valid leasehold interest in or license to, all of the properties and Assets used by the Companies in the Business, free and clear of all Encumbrances other than Permitted Encumbrances.
Assets of the Business. (a) The Transferred Assets constitute all of the assets, other than the Excluded Assets, primarily used in the Business as it is currently being conducted by Seller and the Selling Affiliates. The Transferred Assets, together with (i) the management information systems and general and administrative support services from accounting, audit, compliance, customs, legal, treasury, finance, tax, human resources, insurance, logistics, marketing, customer service/allocation or other administrative groups, in each case that are currently provided by Seller, any of its Affiliates or any third party to the Business as well as to Seller and/or one or more of its Affiliates generally (the “Corporate Level Services”), (ii) the services to be provided by Seller and the Selling Affiliates to Buyer and its Affiliates pursuant to the Ancillary Agreements and (iii) the Excluded Assets, constitute all of the assets used in the operation of the Business in all material respects as it is currently being operated by Seller and the Selling Affiliates. The tangible Transferred Assets have no material defects and are in good operating condition and repair, have been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted) and are adequate and suitable for their present uses, in each case in all material respects.
(b) Upon the consummation of the transactions contemplated hereby, Buyer will have acquired good and valid title to, or a valid leasehold interest in, each of the tangible Transferred Assets, free and clear of all Liens, except for Permitted Liens.
Assets of the Business. The assets owned, leased or licensed by the Company constitute all of the assets used or held for use by the Company in the Station Business and such assets are all the assets necessary and useful to carry on such business as it is presently conducted. Such assets are accurately reflected in the Financial Statements.
Assets of the Business. The Properties and other assets remaining in the Companies as of the Closing Date, after giving effect to the Unrelated Assets Transfer, the Recapitalization, the payment of the Indebtedness (other than the Permitted Indebtedness) and the receipt of the Contribution Notes shall constitute all of the assets and properties used by the Companies to operate the Business currently and during the last fiscal year other than (i) inventory or obsolete equipment disposed of in the ordinary course of business and (ii) the assets used in the management of the Business and located at the headquarters of the Companies.
Assets of the Business. Except for any Excluded Assets, the Assets, the assets of the Sold Subsidiaries and the rights conferred by the Ancillary Agreements comprise all of the properties, assets (including, without limitation, computer software and licenses therefor) and rights of Sellers and the Sold Subsidiaries material to the conduct of the Business as presently conducted. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE ASSETS OR THE BUSINESS, INCLUDING AS TO THE QUALITY, CONDITION, MERCHANTABILITY, SALABILITY, OBSOLESCENCE, WORKING ORDER OR FITNESS FOR A PARTICULAR PURPOSE THEREOF. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ASSETS ARE SOLD TO BUYER “AS IS AND WHERE IS.”
