Assets Used in Business. Except as set forth on Section 4.18 of the Disclosure Schedule, each of the Operating Entities owns or has the right to use all assets and properties of every kind, nature, character and description, whether real or personal, tangible or intangible, necessary for such Operating Entities to conduct its business consistent in all material respects with its past practices and operations as reflected in the Financial Statements (Operating Entities). All such assets are adequate and suitable for the purposes for which they are presently being used, and have been maintained in the ordinary course of business consistent with past practice. Section 4.18 of the Disclosure Schedule sets forth a list of the assets as of August 31, 2012 for each of the Operating Entities derived from and in accordance with the accounting books and records of the applicable Operating Entities. The applicable Operating Entities own or lease all of the assets set forth on such list.
Assets Used in Business. Since September 30, 1996, the Companies have not utilized any material assets in the conduct of the Companies' Business other than: (a) assets reflected on the balance sheets included in the Financial Statements; (b) assets set forth in the Schedules; and (c) supplies and inventories acquired, consumed or disposed of by the Company since September 30, 1996 in the ordinary course of the Companies' Business.
Assets Used in Business. As of Closing, Seller shall hold good title to, or a valid leasehold interest in, license for or other right to use, such assets as are necessary for the conduct of the Business as presently conducted.
Assets Used in Business. Except as set forth on Section 4.18 of the Disclosure Schedule, TCAE owns or has the right to use all assets and properties of every kind, nature, character and description, whether real or personal, tangible or intangible, necessary for TCAE to conduct its business consistent in all material respects with its past practices and operations as reflected in the Financial Statements (TCAE). All such assets are adequate and suitable for the purposes for which they are presently being used, and have been maintained in the ordinary course of business consistent with past practice. Section 4.18 of the Disclosure Schedule sets forth a list of the assets as of August 31, 2012 for TCAE derived from and in accordance with the accounting books and records of TCAE. TCAE owns or leases all of the assets set forth on such list.
Assets Used in Business. The Seller owns or leases all the Assets, and the Assets constitute all assets related to the Seller's business of exploring for and developing oil and natural gas properties including but not limited to all drilling equipment, intellectual property, inventory, and other assets related to the Seller's business. All of the material property, plant and equipment included in the Assets has in all material respects been maintained in reasonable operating condition and repair, ordinary wear and tear excepted, and is, in all material respects, sufficient to permit the Seller to operate the Seller's business of exploring for and developing oil and natural gas properties and to conduct the Seller's operation of the Assets in the ordinary course of business in a manner consistent with the Seller's standard industry practices.
Assets Used in Business. Kit owns all the assets reflected on its balance sheet included in the Kit Financial Statements in Schedule 6.23, and all assets related to Kit's business of manufacturing and supplying cable and accessories including but not limited to all manufacturing equipment, intellectual property, inventory, and other assets related to Kit's business. In addition, Kit has sufficient right, title and ownership of all trade names, copyrights, licenses, information and proprietary rights, or adequate licenses, rights or purchase options with respect to the foregoing, all in accordance with industry standards, and as necessary in the opinion of Kit generally for its business as now conducted or will be able to obtain on terms which will not adversely affect its business all such necessary permits, licenses and other authority with respect thereto without any conflict with or infringement of the known or asserted rights of others. Kit has no knowledge that any of its trade names, copyrights, licenses, information and proprietary rights is being infringed by others. There have been no claims by third parties that the F Connector that was patented by Xxxxx XxXxxxxxx violates the patent of any other party. As used in this Agreement, the word "pending" when used with respect to any proceeding shall mean that such proceeding has been commenced with the appropriate governmental body, Kit has commenced or been served with legal notice of such proceeding, and such proceeding has not been legally dismissed or finally adjudicated.
Assets Used in Business. The Assets (including the Intellectual Property) constitute all of the assets, properties and rights, whether tangible or intangible, other than cash, accounts receivable, the prepaid expenses not specified on SCHEDULE 1.1
(a) in an amount not materially different than that reflected on the Balance Sheet and real property, which are used in the conduct of the Business.
Assets Used in Business. The Assets listed in the Schedules to this Agreement list all of the assets used primarily in the Business other than the Excluded Assets.
Assets Used in Business. Except as set forth on Section 4.18 of the Disclosure Schedule, Operaciones own or has the right to use all assets and properties of every kind, nature, character and description, whether real or personal, tangible or intangible, necessary for Operaciones to conduct its business consistent with its past practices and operations as reflected in the Financial Statements (Operaciones). All such assets are adequate and suitable for the purposes for which they are presently being used, and have been maintained in the ordinary course of business consistent with past practice. Section 4.18 of the Disclosure Schedule sets forth a list of the assets as of August 31, 2012 for Operaciones derived from and in accordance with the accounting books and records of Operaciones. Operaciones owns or leases all of the assets set forth on such list.
Assets Used in Business. Except as would not reasonably be expected to have a Material Adverse Effect, (i) immediately following the Closing, neither the Sellers nor any of the Sellers’ Affiliates will own or lease any assets, properties or rights that are used in or are necessary for the conduct of the business of the Acquired Entities; and (ii) there are no material facilities, services, assets or properties shared with any other Person that are used by the Acquired Entities in the conduct or operation of its business.
