No Significant Items Excluded. Except for Excluded Assets, there are no assets or properties of Seller or any Related Party that are of material importance to the ongoing operation of the Business by Purchaser in substantially the same manner in which the Business has been conducted by Seller prior to the date of this Agreement.
No Significant Items Excluded. Except for the Excluded Assets, the Purchased Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, required for the continued operation of the Business by the Purchaser as operated by the Seller during the past twelve (12) months. Except for the Excluded Assets, the Purchased Assets, taken as a whole, constitute all the properties and assets relating to or used or held for use in connection with the Business during the past twelve (12) months (except for Materials and Supplies sold, cash disposed of, Receivables collected, prepaid expenses realized, Contracts fully performed, properties or assets replaced by equivalent or superior assets, in each case in the ordinary course of business). Except for the Excluded Assets, there are no assets or properties used in the operation of the Business that are owned by any Person other than the Seller that will not be licensed or leased to the Purchaser under valid, current license arrangements or leases. Following consummation of the Transactions, the Seller shall have received reasonably equivalent value for the Purchased Assets and the transfer of the Purchased Assets in exchange for the Purchase Price will not render the Seller insolvent, unable to pay its debts when due or with unreasonably small capital.
No Significant Items Excluded. To Seller’s Knowledge, the Purchased PP&E constitutes, in all material respects, all of the assets of such types used by the Sellers to conduct the Business as presently conducted.
No Significant Items Excluded. Except for Assets (other than Proprietary Rights owned by Seller) necessary for and primarily used in Seller’s manufacture and support of Reon and Vida Processors and any third party intellectual property licenses primarily used in the design of such products, the Purchased Assets, the Licensed IP and the Licensed Technology include all Assets that are (i) primarily used or held for use in the Business and (ii) necessary for Purchaser and its Subsidiaries to conduct the Business in substantially the same manner in which the Business has been conducted by Seller immediately prior to the date of this Agreement. Except for Purchaser under this Agreement, Seller is not a party to any Contract pursuant to which a Person other than Purchaser may purchase or acquire from Seller any of the Purchased Assets other than in the ordinary course of business .
No Significant Items Excluded. There are no assets or properties of the Company, its Subsidiaries, or its Related Parties, or agreements, contracts or commitments to which the Company, its Subsidiaries, or a Related Party is a party that are of significant importance to the ongoing operation of the Business which have not been included in this transaction or otherwise expressly disclosed to Buyer in this Agreement or in a Schedule hereto.
No Significant Items Excluded. Other than the Excluded Assets, there are no assets or properties of Seller or Contracts to which Seller is a party that are of material importance to the ongoing operation of the Business by Buyer that are not being transferred to Buyer under the terms of this Agreement. To Seller's and the Shareholders' Knowledge, the Assets are suitable and sufficient for the operation and conduct of the Business as presently operated and conducted by the Seller.
No Significant Items Excluded. Except for Excluded Assets, there are no assets or properties of Seller or agreements, contract or commitments to which Seller is a party that would be used or useful to the ongoing operation of Seller's business by Purchaser.
No Significant Items Excluded. Other than the Excluded Assets and Seller's vendor reseller relationships, there are no assets or properties of Seller or agreements, contracts or commitments to which Seller is a party that are of material importance to the ongoing operation of the SI Business by Buyer that are not being transferred to Buyer under the terms of this Agreement. To Seller's Knowledge, the Assets are suitable and sufficient for the operation and conduct of the SI Business as presently operated and conducted by the Seller.
No Significant Items Excluded. Except for Excluded Assets, there are no significant assets, properties, Contracts, Permits or other items of Seller that are of material importance to the ongoing operation of the Facilities by Purchaser in substantially the same manner in which the Facilities was operated prior to the date of this Agreement which have been excluded from this Agreement.
No Significant Items Excluded. The assets held by the Jet Center Entities include all assets, properties, contracts, permits or other items that are necessary to the ongoing operation of the FBO Business in substantially the same manner in which the FBO Business has been conducted prior to the date hereof.
