Transfer of Assets and Business. (a) Each of the Obligors is in possession of and operating in compliance in all respects with all franchises, grants, authorizations, approvals, licenses, permits, easements, rights-of-way, consents, certificates and orders required to own, lease or use its properties and to permit the conduct of the Business as now conducted and proposed to be conducted, except for those franchises, grants, authorizations, approvals, licenses, permits, easements, rights-of-way, consents, certificates and orders (collectively, "Permitted Exceptions") (i) which are not required at this time and are routine or administrative in nature and are expected in the reasonable judgment of Star/Petro or the General Partner, as the case may be, to be obtained or given in the ordinary course of business after the date of the Closing, or (ii) which, if not obtained or given, would not, individually or in the aggregate, have a Material Adverse Effect.
(b) Each of the Obligors has (i) good and marketable title to the portion of the Assets constituting real property owned in fee simple by such Obligor, (ii) good and valid leasehold interests in the portion of the Assets constituting real property and leased by such Obligor and
(iii) good and sufficient title to the portion of the Assets constituting personal property for the use and operation of such personal property as it has been used in the past and as it is proposed to be used in the Business, in each case subject to no Liens except Permitted Encumbrances. The Assets are all of the assets and properties necessary to enable the Obligors to conduct the Business and include all options to purchase or rights of first refusal granted to or for the General Partner with respect to any of the Assets leased by the General Partner. Each of the Obligors enjoys peaceful and undisturbed possession under all leases necessary for the operation of its properties and assets, and all such leases are valid and subsisting and are in full force and effect. Except to perfect and to protect security interests of the character described by Section 10.2, (A) at the time of the Closing, no effective financing statement under the Uniform Commercial Code which names either of the Obligors or the General Partner (with respect to any of the Assets) as debtor, which individually or in the aggregate relates to any part of the Assets, will be on file in any jurisdiction and (B) at the time of the Closing, neither of the Obligors nor the General Partner (with respect ...
Transfer of Assets and Business. Subject to compliance with the terms and conditions of this Agreement, the transfer of the Assets and the Business to the Purchaser shall be deemed to take effect as at the Closing.
Transfer of Assets and Business. Shareholders shall, and shall cause the Company to, take such reasonable steps as may be necessary or appropriate, in the judgment of Buyer, so that Buyer shall be placed in actual possession and control of all of the Assets and the Business.
Transfer of Assets and Business. The Stockholders shall, and shall cause Sterling to, take such reasonable steps as may be necessary or appropriate, in the judgment of TGLN, so that TGLN shall be placed in actual possession and control of all of the assets and the business of Sterling, and Sterling shall be owned and operated as a wholly owned subsidiary of TGLN.
Transfer of Assets and Business. The Company shall take such reasonable steps as may be necessary or appropriate, in the judgment of Buyer, so that Buyer shall be placed in actual possession and control of all of the Assets and the Business.
Transfer of Assets and Business. AMCG shall, and shall cause AMCG to, take such reasonable steps as may be necessary or appropriate, in the judgment of SYCD, so that SYCD shall be placed in actual possession and control of all of the Assets and the Business, and SYCD shall be owned and operated as a wholly owned subsidiary of AMCG.
Transfer of Assets and Business. The Shareholders shall, and shall cause Synosphere to, take such reasonable steps as may be necessary or appropriate, in the judgment of iBIZ, so that iBIZ shall be placed in actual possession and control of all of the assets and the business of Synosphere, and Synosphere shall be owned and operated as a wholly owned subsidiary of iBIZ.
Transfer of Assets and Business. WSVC shall, and shall cause WSVC to, take such reasonable steps as may be necessary or appropriate, in the judgment of WLDI, so that WLDI shall be placed in actual possession and control of all of the Assets and the Business, and WSVC shall be owned and operated as a wholly owned subsidiary of WLDI.
Transfer of Assets and Business. WTT shall, and shall cause WTT to, take such reasonable steps as may be necessary or appropriate, in the judgment of 5G Wireless, so that 5G Wireless shall be placed in actual possession and control of all of the Assets and the Business.
Transfer of Assets and Business. For good and sufficient consideration, receipt of which is hereby acknowledged Seller, has SOLD, ASSIGNED, and TRANSFERRED and by these presents does hereby SELL, ASSIGN, TRANSFER, and DELIVER to Buyer, its successors and assigns ("Buyer"), effective as of April 25, 2002, all Seller's right, title, and interest in and to each and all of the assets, properties, and business of Seller of every kind and description and wherever situated as they existed on April 25, 2002, except as expressly stated otherwise herein or in the Exchange Agreement (collectively, the "Assets and Business"); provided, that no assets, properties or business of Seller acquired or received after April 25, 2002 are being sold, assigned or transferred hereunder, including, without limitation, Seller's 100% ownership interest in A21 Acquisition. Without limiting xxx xxxxxxxxxx of the foregoing, the Assets and Business include:
(a) All of Seller's goodwill and business as a going concern, including the name "Saratoga" or any variation thereof.
(b) All of Seller's accounts receivable, miscellaneous accounts receivable, and notes receivable or other rights to receive payments, whether arising out of the manufacture, sale, distribution, or use of its products, technology, services, or otherwise.
(c) All of Seller's inventories of finished goods, work-in-process, raw materials, and other miscellaneous supplies and materials.
(d) All of Seller's prepaid expenses (excluding those, if any, pertaining to taxes, to pension or other benefits plans, or to insurance policies that are listed on the Schedule of Excluded Assets and will not be acquired by Buyer pursuant to this Agreement).
(e) All interests of Seller in real property including land, buildings, structures, improvements, fixtures, leaseholds, and leasehold improvements.
(f) All machinery, equipment, tools, molds, motor vehicles, transportation, packing and delivery equipment, and supplies, furniture, and fixtures of every kind and description owned by Seller or ordered by it on or before the Closing Date.
(g) All of Seller's right, title, and interest of every kind and description in and to the following assets:
(i) All of Seller's rights to or under all trademarks, service marks, certification marks, United States and foreign trademark registrations and applications, trade names, copyrights, United States and foreign patents and patent applications, if any, including international priority rights associated therewith, and all patent and o...
