Necessary Assets. The Assets include all rights and property necessary to the conduct of the Practice by the Buying Parties in the manner it is presently conducted by Seller and no property excluded from the Assets hereof constitutes property or rights material to the Practice.
Necessary Assets. The Assets constitute all of the assets necessary to conduct the operations of the Business in accordance with Seller's past practices. As of the date hereof, all of the Assets are in good operating condition and repair subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations applicable thereto.
Necessary Assets. Borrower owns all of the assets necessary to operate and maintain the operations of the Business.
Necessary Assets. The properties and assets owned, leased or licensed by the Corporation constitute all the property and assets used or held for use in connection with the Business and are sufficient for the conduct of the Business as currently conducted and include all proprietary rights, trade secrets and other property and assets, tangible and intangible, applicable to or used in connection with the Business. None of Donco, Don, any Vendor or any other Person owns any assets which are being used in or are reasonably necessary to carry on the Business in the Ordinary Course of Business except assets leased or licensed to the Corporation.
Necessary Assets. The Leased Real Property, the Proprietary Rights, the tangible personal property owned by the Company Parties and all other assets owned, licensed or leased by the Company Parties constitute all of the assets that are necessary to permit the Buyer to operate the Company Parties’ business immediately after the Closing Date in substantially the same manner as it is operated immediately prior to the Closing Date.
Necessary Assets. To the Knowledge of Seller, except as set forth in Schedule 3.8(b), the Company has good and marketable title to its material assets, free and clear of all liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever (except, with respect to the Real Property, Permitted Liens).
Necessary Assets. Except for the Excluded Assets and any title gaps for which Buyer has assumed the risk under Section 8D, and except as disclosed in the Disclosure Schedule, to Seller's knowledge, the Pipelines, Terminals, Tank Farms, Real Property, Rights-of-Way and Permits, Equipment and Assigned Contracts constitute all of the properties and assets necessary for the operation of the Pipelines, Tank Farms, and Terminals as they are currently used and operated and as they were used and operated during 2003.
Necessary Assets. Except as set forth on Schedule 5.26, no subsidiary or Affiliate of Xxxx other than one of the Sellers owns, leases, or holds other rights for any asset or property used primarily in the EMG Business; and upon Closing, the Acquired Assets together with Buyer's rights under the Transition Services Agreements, the Seller Leases, and the Supply Agreements will constitute materially all of the assets, property and rights necessary to conduct the EMG Business substantially as currently conducted by the Sellers.
Necessary Assets. (a) At the Closing, the assets owned by the Companies together with the assets the Companies have the right to use will constitute all of the assets that are used in, or reasonably necessary for, the operation of the JRH Business as conducted by the Companies as of the date hereof, other than assets or services supplied by CSL or a Subsidiary of CSL (other than any of the Companies) as set forth on Section 3.11(a) of the Seller Disclosure Schedule.
(b) Except as set forth on Section 3.1l(b) of the Seller Disclosure Schedule, ZLB Holdings, Inc. and its Subsidiaries do not conduct any business within the JRH Business and do not own or have other rights to any assets used in the JRH Business. No Company owns or has other rights to any assets used in the business of ZLB Holdings, Inc. or its Subsidiaries.
(c) All material items of machinery, equipment, and other material tangible assets used in the operation of the JRH Business as currently conducted by the Companies (i) are in working condition (subject to ordinary wear and tear) and have been maintained in a reasonable manner in the ordinary course of business and (ii) are adequate and fit to be used for the purposes for which, and in the manner that, they are currently used. Subject to the provision of Section 3.10(c)(x), the plants, property and equipment of the Companies used in the operations of the JRH Business have been maintained in accordance with normal industry practice, are in good operating condition and repair, subject to normal wear and tear and are suitable for the purposes for which they are presently used.
Necessary Assets. The Transferred Assets constitute necessary and reasonably required assets for the organization, management, operation and exploration of the Target Business, and except for the Transferred Assets, there is no other asset that is necessary for the normal operation of the Target Business.
