Extent of Assets. The Purchased Assets include, without limitation, all of the real (immovable) and personal (movable) property, intangible (incorporeal) property, rights and other assets of every kind and nature whatsoever owned, leased or used by any Seller for the conduct of the Business as currently conducted and as conducted during the past twelve (12) months, excluding the Excluded Assets. The Purchased Assets, excluding the Excluded Assets and the rights and technology underlying the WAK/PAK Technology Assignment of License, constitute all the assets necessary or desirable to conduct the Business in the manner presently conducted by Sellers.
Extent of Assets. The FD Financial Statements include, without limitation, all of the material real (immovable) and personal (movable) property, intangible (incorporeal) property, rights and other assets of every kind and nature whatsoever owned, leased, licensed or used by FD for the conduct of its business as currently conducted and as conducted during the past twelve (12) months (other than inventory sold in the ordinary course of business and the disposal of obsolete equipment in the ordinary course of business) (the “Assets”). The Assets constitute all the assets, properties and rights necessary to design, produce, manufacture, market, sell and/or distribute FD’s products as currently conducted in its business. Immediately after the Effective Time, FD will own all right, title and interest in or to, or have or control, any asset, property or other right used in connection with, related to or necessary to the conduct of, FD’s business. Except as set forth on Schedule 2.25, FD is the legal and beneficial owner or lessee, as the case may be, of the Assets free and clear of all Encumbrances.
Extent of Assets. The Parent Financial Statements include, without limitation, all of the Assets used by Parent for the conduct of its business as currently conducted and as conducted during the past twelve (12) months (other than inventory sold in the ordinary course of business, the disposal of obsolete equipment in the ordinary course of business and pursuant to Section 4.7). Except as disclosed on Schedule 3.22, Parent is the legal and beneficial owner or lessee, as the case may be, of the Assets free and clear of all Encumbrances. Immediately after the Effective Time, Parent will not own any Assets, other than the shares of Merger Sub and those assets listed on Schedule 3.22.
Extent of Assets. The Assets include all of the real (immovable) and personal (movable) property, intangible (incorporeal) property, rights and other assets of every kind and nature whatsoever owned, leased, licensed or used by Sellers for the conduct of the CDI Business as currently conducted and as conducted during the past twelve (12) months, except for the Excluded Assets and such Included Contracts and Permits that are not transferred to Purchasers because a consent required for such transfer has not been obtained (such Included Contracts and Permits that are not transferred are referred to herein as the “Non-Transferable Contracts”). The Assets, except for the Excluded Assets and the Non-Transferable Contracts with respect to which Purchasers are unable to obtain the benefits described in Section 11.10 hereof, constitute all the Assets necessary or desirable to design, produce, manufacture, market, sell or distribute the CDI Products. Sellers are the legal and beneficial owners or lessees, as the case may be, of the Assets free and clear of all Encumbrances other than the Permitted Liens, and Sellers have the full right, power and authority to sell, transfer, assign, convey and deliver all of the Assets to Purchasers.
Extent of Assets. Except for dispositions of assets made in the ordinary course of Company’s business, the Assets include all of the real (immovable) and personal (movable) property, intangible (incorporeal) property, rights and other assets of every kind and nature whatsoever owned, leased, licensed or used by Company for the conduct of the Business as currently conducted and as conducted during the past forty eight (48) months. The Assets constitute all the assets and properties necessary or desirable to produce, market, sell or distribute the Products. Except as set forth on Schedule 4.5, immediately after the Closing Date, neither Seller nor any of his Affiliates shall own any right, title or interest in or to, or have or control, any asset, property or other right used in connection with, related to or necessary to the conduct of, the Business. Except as set forth on Schedule 4.5, the Company is the legal and beneficial owners or lessees, as the case may be, of the Assets free and clear of all Encumbrances other than the Permitted Liens.
Extent of Assets. The Assets include, without limitation, all of the real (immovable) and personal (movable) property, intangible (incorporeal) property, rights and other assets of every kind and nature whatsoever owned, leased or used by Transferor in connection with the operation of the Transferor Business prior to the Closing Date, excluding the Excluded Assets.
Extent of Assets. The Acquired Assets include, without limitation, all of the real and personal property, intangible property, rights and other assets of every kind and nature whatsoever owned, leased or used by Seller in connection with the operation of the Business prior to the Closing Date, excluding the Excluded Assets, and are sufficient for the continuation of the Business by Buyer following the Closing on a basis consistent with past operations. The businesses comprising the defined term "Business" includes all of the businesses currently engaged in by Seller.
Extent of Assets. That the Purchased Assets are not all or substantially all of Seller's assets.
Extent of Assets. The Company Financial Statements include, without limitation, all of the material real (immovable) and personal (movable) property, intangible (incorporeal) property, rights and other assets of every kind and nature whatsoever owned, leased, licensed or used by Company for the conduct of its business as currently conducted and as conducted during the past twelve (12) months (other than inventory sold in the ordinary course of business and the disposal of obsolete equipment in the ordinary course of business) (the “Assets”). The Assets constitute all the assets, properties, and rights necessary to design, produce, manufacture, market, sell and/or distribute Company’s products as currently conducted in its business. Immediately after the Effective Time, Company will own all right, title, and interest in or to, or have or control, any asset, property or other right used in connection with, related to or necessary to the conduct of, Company’s business. Except as set forth on Schedule 7(u), Company is the legal and beneficial owner or lessee, as the case may be, of the Assets free and clear of all Encumbrances.
Extent of Assets. The Company’s assets include all of the real (immovable) and personal (movable) property, intangible (incorporeal) property, rights and other assets of every kind and nature whatsoever owned, leased, licensed or used by the Company for the conduct of its business as currently conducted and as conducted since inception. Immediately after the Effective Time, neither of the Sellers nor any of its affiliates shall own any right, title or interest in or to, or have or control, any asset, property or other right used in connection with, related to or necessary to the conduct of, its business. The Company is the legal and beneficial owner or lessee, as the case may be, of the Company’s assets free and clear of all encumbrances.
