Assets Utilized in the Business. Except as set forth in Section 2.15 of the Disclosure Schedule, the assets, properties and rights owned, leased or licensed by Seller or used in connection with the Business and that are owned, leased or licensed by Seller as of the date hereof, and all the agreements to which Seller is a party, constitute all of the properties, assets and agreements necessary to Seller in connection with the operation and conduct by Seller of the Business as presently and as proposed to be conducted.
Assets Utilized in the Business. The assets, properties and rights ------------------------------- owned, leased or licensed by the Company or used in connection with its business and that will be owned, leased or licensed by the Company as of the Closing Date, and all the agreements to which the Company is a party, constitute all of the properties, assets and agreements necessary to the Company in connection with the operation and conduct by the Company of its business as presently conducted.
Assets Utilized in the Business. The assets, properties and rights ------------------------------- owned, leased or licensed by the Transferor or used in connection with the Business and that will be owned, leased or licensed by the Transferor as of the Closing Date, and all the agreements to which the Transferor is a party, constitute all of the properties, assets and agreements necessary to the Transferor in connection with the operation and conduct by the Transferor of the Business as presently conducted. Included in Schedule 5.22 are all services provided by each Shareholder to the Transferor and all other arrangements involving each Shareholder and the Transferor that are not included in the Acquired Assets.
Assets Utilized in the Business. The assets, properties and rights owned, leased or licensed by the Company and used in connection with the Business and all the agreements to which the Company is a party relating to the Business, constitute all of the properties, assets and agreements required in connection with the operation and conduct by the Company of the Business as presently conducted. As a result of the transactions contemplated by this Agreement, on the Closing Date the Buyer will have good title to all of such assets, properties and rights, free and clear of all Encumbrances, except as set forth on Schedule 3.19. Except for assets set forth in Schedule 3.19, the Seller, its Affiliates and other persons affiliated with them do not own any assets (including, without limitation, any equipment, intellectual property or other assets) that are used primarily by the Company in the operation of the Business.
Assets Utilized in the Business. The assets, properties and rights ------------------------------- owned, leased or licensed by the Company and used in connection with the Company's business and that will be owned, leased or licensed by the Company as of the Closing, and all the agreements to which any Shareholder or the Company is a party relating to the Company's business, constitute all of the properties, assets and agreements necessary to the Company in connection with the operation and conduct by the Company of its business as presently and as proposed to be conducted. As a result of the Merger, upon the Closing the Buyer will obtain good title to all of such assets, properties and rights, free and clear of all Liens.
Assets Utilized in the Business. The Purchased Assets, the license granted under Section 1.4, and the rights acquired by Buyer under the Assigned Contracts collectively include all assets and rights that (i) are material to the operation or conduct of the Business and (ii) are required or used by Seller, or in the case of a Non-Seller Assigned Contract, are required or used by the Affiliate of Seller party to the Contract, to perform the current obligations under the Assigned Contracts, in each case, other than: (a) the services and personnel to be utilized by Seller or its Affiliates in providing the services reflected in the Wholesale Services Agreement; (b) the various administrative services provided by Seller and its Affiliates including bookkeeping, legal support, payroll services, insurance, human resources support, purchasing, and other related activities; (c) the Retained Assets and (d) software licenses which customers of the Business are required to provide under the ASP Contracts which are Assigned Contracts, (e) third party Intellectual Property rights except those licensed to Seller or its Affiliates, (f) any Transferred Employees or other Specified Employees, (g) Trademarks, and (h) real estate facilities.
Assets Utilized in the Business. The assets, properties and rights owned, leased or licensed by Aurora and the Aurora Subsidiaries and used in connection with their respective businesses and all the agreements to which Aurora or any Aurora Subsidiary is a party relating to the businesses, constitute all of the assets, properties, rights and agreements required in connection with the operation and conduct by Aurora and the Aurora Subsidiaries of their respective businesses as presently conducted.
Assets Utilized in the Business. The assets, properties and rights owned, leased or licensed by Cadence and the Cadence Subsidiaries and used in connection with their respective businesses and all the agreements to which Cadence or any Cadence Subsidiary is a party relating to the businesses, constitute all of the assets, properties, rights and agreements required in connection with the operation and conduct by Cadence and the Cadence Subsidiaries of their respective businesses as presently conducted.
Assets Utilized in the Business. The assets, properties and rights owned, leased or licensed by the Company, TFC and each Subsidiary and used in connection with their respective businesses and all the agreements to which the Company, TFC or any Subsidiary are a party relating to the businesses, constitute all of the assets, properties, rights and agreements required in connection with the operation and conduct by the Company, TFC and each Subsidiary of their respective businesses as presently conducted.
Assets Utilized in the Business. The assets, properties and rights owned, leased or licensed by Thorium Power and used in connection with its business and all the agreements to which Thorium Power is a party relating to its business, constitute all of the assets, properties, rights and agreements required in connection with the operation and conduct by Thorium Power of its business as presently conducted.
