Assets of the Division Sample Clauses

Assets of the Division. Each of the Division Subsidiaries has, or will have upon transfer to such Division Subsidiary in connection with the Restructuring Transactions, good and marketable title to the material assets and properties reflected in the Interim Balance Sheet (except assets or properties sold or otherwise disposed of in the ordinary course of business), owned by it (or to be transferred to it pursuant to the Restructuring Transactions). The delivery to the WCAS Subs of the instruments of transfer of ownership contemplated by this Agreement will at the time of the Closing Date vest good and marketable title to the Holding Shares in the WCAS Subs. Except for the services to be provided under the WIN Transition Services Agreement or the other Ancillary Agreements or such assets or services as are governed by the agreements set forth in Section 6.2 of the Disclosure Letter, the assets of the Division Subsidiaries constitute all of the assets necessary to operate the Division in substantially the same manner as it is operated as of the date hereof. The Division Subsidiaries are the only Subsidiaries of WIN that presently are active and primarily engaged in the operation of the Division.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Assets of the Division. Except for Staying Clinics and the services to be provided under the Transition Agreement, as of the Closing, the assets of the Division Entities will constitute all of the assets necessary to operate the Business in the manner presently conducted and as reflected in the Interim Pro Forma Income Statements, except for assets disposed of by the Division in the ordinary course of Business. At Closing, the Company and the Division Entities will be the only Affiliates of Seller that are engaged in the operation of the Division. Except as set forth in Section 3.19 of the Disclosure Letter, none of the Excluded Assets (other than Staying Clinics) are primarily used in or necessary for the operation of the Business in the manner presently conducted or as reflected in the Interim Pro Forma Income Statements. Except for Staying Clinics and as set forth in Section 3.19 of the Disclosure Letter, after giving effect to the Restructuring Transactions, Seller will not, directly or indirectly, own any assets that are primarily used in or, except as reflected in the Transition Agreement, are necessary for the operation of the Business in the manner presently conducted or as reflected in the Interim Pro Forma Income Statements. The Interim Pro Forma Income Statements do not reflect the operations of any Staying Clinics, except for Staying Clinics closed after September 30, 2006, as set forth in Section 3.19 of the Disclosure Letter.
Sample 1Sample 2
Assets of the Division. Except for the services to be provided under the Transition Agreement, as of the Closing, the assets and properties of the Company and the Division Entities will substantially constitute all of the assets necessary to own and operate the Business in the manner presently conducted. The Company and the Division Entities are the only Affiliates of Seller that are engaged in the operation of the Division.
Sample 1
Assets of the Division. Except for the services to be provided under the Transition Agreement, as of the Closing, (a) the assets (including Intellectual Property Rights) of the Division Entities will constitute all of the assets necessary to operate the Business in the manner presently conducted, and (b) the assets (including Intellectual Property Rights) of the Division Subsidiaries and, to the Knowledge of Seller, the Minority Interest Division Entities will constitute all of the assets used since December 31, 2006 in the manner reflected in the Year-End Pro Forma Financial Statement, except for (i) assets described on Section 2.4(b) of the Disclosure Letter; (ii) Facility closures and relocations, and dispositions of assets in connection therewith; and (iii) assets disposed of, or inventory used by, the Division in the ordinary course of business. The Company and the Division Entities are the only Affiliates of Seller that are engaged in the operation of the Division or the Business.
Sample 1
Assets of the Division. Except for any Assets that may not be transferred to Buyer pursuant to Section 2.2 or Section 8.1, the Assets and the rights conferred by the Transaction Documents comprise all the properties and assets used by Seller primarily in the operation of the business of the Division as conducted on the date hereof. Except as expressly provided herein or in any of the Transaction Documents, Seller makes no representation or warranty concerning the Assets or the Division, 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."
Sample 1
Assets of the Division. Except for the services to be provided under the Transition Agreement, as of the Closing, (a) the assets (including Intellectual Property Rights) of the Division Entities will constitute all of the assets necessary to operate the Business in the manner presently conducted, and (b) the assets (including Intellectual Property Rights) of the Division Subsidiaries and, to the Knowledge of [Washington DC #361873 v9] 25 Seller, the Minority Interest Division Entities will constitute all of the assets used since December 31, 2006 in the manner reflected in the Year-End Pro Forma Financial Statement, except for (i) assets described on Section 2.4(b) of the Disclosure Letter; (ii) Facility closures and relocations, and dispositions of assets in connection therewith; and (iii) assets disposed of, or inventory used by, the Division in the ordinary course of business. The Company and the Division Entities are the only Affiliates of Seller that are engaged in the operation of the Division or the Business.
Sample 1
Assets of the Division. The Division Assets and the rights conferred by the Transaction Documents comprise all the properties and assets reasonably necessary for the operation of the Business as conducted on the date hereof. The Acquired Subsidiaries do not own any material assets that are not Division Assets, nor are they liable for any material liabilities that are not Division Liabilities.
Sample 1
AutoNDA by SimpleDocs
Assets of the Division. Except for any Assets that may not be transferred to Buyer pursuant to Section 2.2 or Section 8.1, the Assets and the rights conferred by the Transaction Documents comprise all the properties and assets used by Seller exclusively in the operation of the business of the Division as conducted on the date hereof. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE ASSETS (INCLUDING THE SUBSIDIARY STOCK) OR THE DIVISION, 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."
Sample 1
Assets of the Division. Except as disclosed on Schedule 2.4, the Intellectual Property constitutes all the material patents, patents pending, applications for patents, trademark registrations, applications for trademark registrations, tradenames, service marks, copyright registrations or applications; technical documentation, prints, drawings, specifications and notes thereto; trade secrets, know-how, show-how, manufacturing methods and processes, and all licenses, claims, studies and undertakings related thereto that are used in the operation of the Division.
Sample 1

Related to Assets of the Division

  • Assets of the Company Any indemnification under this Article VIII shall be satisfied solely out of the assets of the Company. No debt shall be incurred by the Company or the Member in order to provide a source of funds for any indemnity, and the Member shall not have any liability (or any liability to make any additional Capital Contribution) on account thereof.

  • Persons Having Access to Assets of the Portfolios Notwithstanding anything to the contrary contained in this Agreement, no Authorized Person, Trustee, officer, employee or agent of any Fund shall have physical access to the assets of any Portfolio of that Fund held by the Custodian nor shall the Custodian deliver any assets of a Portfolio for delivery to an account of such person; provided, however, that nothing in this Section 3.03 shall prohibit (a) any Authorized Person from giving Proper Instructions, or any person authorized to issue Special Instructions from issuing Special Instructions, so long as such action does not result in delivery of or access to assets of any Portfolio prohibited by this Section 3.03; or (b) each Fund's independent certified public accountants from examining or reviewing the assets of the Portfolios of the Fund held by the Custodian. Each Fund shall deliver to the Custodian a written certificate identifying such Authorized Persons, Trustees, officers, employees and agents of such Fund.

  • Persons Having Access to Assets of the Fund (a) No trustee or agent of the Fund, and no officer, director, employee or agent of the Fund's investment adviser, of any sub-investment adviser of the Fund, or of the Fund's administrator, shall have physical access to the assets of the Fund held by the Custodian or be authorized or permitted to withdraw any investments of the Fund, nor shall the Custodian deliver any assets of the Fund to any such person. No officer, director, employee or agent of the Custodian who holds any similar position with the Fund's investment adviser, with any sub-investment adviser of the Fund or with the Fund's administrator shall have access to the assets of the Fund.

  • Average Invested Assets For a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.

  • Assets Under Management Each quarter, W&R shall calculate and pay to Company a fee that shall be equal to fifty (50) basis points, on an annualized basis, of the average daily account value of all assets in the Portfolios in connection with the Contracts (“Aggregated Assets”), provided, however, that the fee is subject to change pursuant to Paragraph (b) below. The fee (the “Total Fee”) shall include and not be in addition to the payment by W&R of the 12b-1 fees received by W&R from Ivy Funds VIP relating to the Aggregated Assets.

  • Assets of Trust The assets of the Trust shall consist of the Trust Property.

  • Certain Assets The Company has Previously Disclosed a true and correct listing of the following assets of the Company and its Subsidiaries as of August 31, 1995: (i) all non-performing loans, securities or other assets (i.e., all assets on which the Company or the Bank has ceased recognizing interest under generally accepted accounting principles or as to which any payments of principal or interest are past due 90 or more days as of such date), (ii) all loans, securities or other assets as to which any payments of principal or interest are past due 60 or more days, (iii) all loans, securities or other assets not included in the foregoing which have been classified special mention, substandard, doubtful or loss by management of the Company or the Bank or regulatory examiners, and (iv) each parcel of Real Estate Owned (excepting such parcels as may have been disposed of in the ordinary course of business subsequent to such date), including an identification of the amount of reserves which have been established with respect to each such parcel and its net carrying value.

  • Investment Assets Those assets of the Fund as the Advisor and the Fund shall specify in writing, from time to time, including cash, stocks, bonds and other securities that the Advisor deposits with the Custodian and places under the investment supervision of the Sub-Advisor, together with any assets that are added at a subsequent date or which are received as a result of the sale, exchange or transfer of such Investment Assets.

  • 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;

  • ASSETS TO BE ACQUIRED The assets of the Selling Fund to be acquired by the Acquiring Fund shall consist of all property, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, that is owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date. The Selling Fund has provided the Acquiring Fund with its most recent unaudited financial statements, which contain a list of all of the Selling Fund’s assets as of the date thereof. The Selling Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Fund reserves the right to sell any of such securities, but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Fund with a list of the securities, if any, on the Selling Fund’s list referred to in the second sentence of this paragraph that do not conform to the Acquiring Fund’s investment objectives, policies, and restrictions. The Selling Fund will, within a reasonable period of time (not less than 30 days) prior to the Closing Date, furnish the Acquiring Fund with a list of its portfolio securities and other investments. In the event that the Selling Fund holds any investments that the Acquiring Fund may not hold, the Selling Fund, if requested by the Acquiring Fund, will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Selling Fund to dispose of any investments or securities if, in the reasonable judgment of the Selling Fund, such disposition would violate the Selling Fund’s fiduciary duty to its shareholders.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!