Required Assets. All of the rights, properties and assets utilized or required in connection with owning and operating the Business as presently conducted by Seller are (a) either owned by Seller or licensed or leased to Seller under one of the Transferred Contracts, and (b) included in the Purchased Assets.
Required Assets. Except for the Retained Assets, all of the rights, properties and assets used by the Seller in connection with owning and operating the Business are (i) either owned by the Seller or licensed or leased to the Seller under one of the Contracts conveyed to the Purchaser under this Agreement; and (ii) included in the Purchased Assets. With the exception of the assets identified in Section 1.02 of the Disclosure Schedule (consisting of the Retained Assets used by the Business but owned or leased by Seller and utilized in connection with businesses of Seller other than the Business), the Purchased Assets are sufficient for the continued operation of the Business by the Purchaser after the Closing in substantially the same manner as presently conducted by the Seller.
Required Assets. Seller is not making any representation, expressed or implied with regard to the availability of the Required Assets due to additional expenses that may be incurred to retrieve them, expressed or implied liens that may be asserted by vendors, former employees or consultants holding inventory, raw materials or other Required Assets. Buyer, at its own expense, may elect to pursue such Required Assets or use whatever means necessary to obtain them. Some assets described in this Exhibit may contain third-party intellectual property that may have been licensed by, or otherwise acquired, by Assignor. Buyer acknowledges that Seller may be unable to transfer certain intellectual property belonging to a third party without the express written consent of that third party which shall not be obtained or sought by Seller as part of this Agreement. Buyer accepts full responsibility for communicating with third parties whose intellectual property may be included in the Required Assets and Buyer shall be responsible for paying all licensing fees, costs, expenses, or other charges associated with using said assets.
Required Assets. From the date hereof until the Closing Date, Parent shall assign, or cause the assignment of, all tangible IT infrastructure assets owned or leased by Parent or any of its Affiliates (other than the Company Entities) and necessary for the conduct of the Business at the Closing Date (the “Required Assets”) to the Company, and any costs associated with such assignments shall be at Parent’s expense; provided, that if Parent does not obtain such assignment of any Required Assets within five (5) days prior to the Closing Date, Parent, at its expense, shall purchase the Required Assets or assets substantially similar to the Required Assets for the benefit of the Company Entities.
Required Assets. Except as disclosed in Section 7.8 of the Disclosure Schedule, all of the rights, properties and assets utilized or required by Wxxxx US in connection with owning and operating the US Business are (a) either owned by Wxxxx US or licensed or leased to Wxxxx US under the Contracts conveyed to US Purchaser under this Agreement and (b) included in the Purchased Assets (other than the US Retained Assets). Except as disclosed in Section 7.8 of the Disclosure Schedule, the assets, properties, contracts and rights of Wxxxx Canada include all of the assets, properties, contracts and rights necessary for the conduct of the Canadian Business as currently conducted and as presently proposed to be conducted. Except as disclosed in Section 7.8 of the Disclosure Schedule, neither Katy nor any Affiliate of Katy owns, or has any rights in, such assets, properties, contracts and rights, other than as a shareholder of Wxxxx Canada.
Required Assets. Except as disclosed in Schedule 2.14, the Assets include all items necessary and advisable to run the Business and for the operation, development, release to market and support of the Technology, including, but not limited to, computer equipment, technology and associated rights to perform the research and development, testing, maintenance, customer support and training and marketing of the Technology.
Required Assets. 35 8.06 Contracts............................................................................................... 35 8.07 Financial Statements and Related Matters................................................................ 36 8.08 [Reserved].............................................................................................. 37 8.09
Required Assets. Except as described in Schedule 5.20 or elsewhere herein, the Business Assets, together with any Material Contracts not included as a part thereof, include all intellectual property rights needed to conduct the Business as presently conducted, without infringing on the rights of any other party except for the Excluded Assets.
Required Assets. The Acquired Assets include all material items required for the operation and development of Seller's business, including, but not limited to, intellectual property, computer equipment required to perform the research and development, testing, maintenance, customer support and training, and marketing of the material intellectual property included in the Acquired Assets.
Required Assets. (a) Except for the Retained Assets described in paragraphs (i)-(vi) and (viii)-(xii) of the definition of “Retained Assets,” all of the material rights, properties and assets required by Seller in connection with owning and operating (including obtaining natural gas transportation services for) the Facility are (i) either owned by Seller or licensed or leased to Seller under one of the contracts or agreements conveyed to Purchaser under this Agreement (except as otherwise contemplated by Section 14.02 hereof) and (ii) included in the Purchased Assets; and
(b) Except for the Retained Assets described in paragraphs (i)-(vi) and (viii)-(xii) of the definition of “Retained Assets,” and except as set forth in Schedule 7.05(b), the Purchased Assets are sufficient for the operation and maintenance of the Facility in substantially the same manner as historically operated and maintained by Seller.
