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 xxi) As of the Restatement Effective Date, except as set forth in Schedule 6.8(a), each of the Company and its Subsidiaries is in possession of, and operating in compliance in all material respects with, all franchises, grants, authorizations, approvals, licenses, permits (other than permits required by Environmental Laws), easements, rights-of-way, consents, certificates and orders (collectively, the "Permits") required (i) to own, lease or use its properties (including without limitation to own, lease or use the Assets owned, leased or used by it) and (ii) considering all such Permits in the possession of, and complied with by, the General Partner, Petrolane, the Company and its Subsidiaries taken together, to permit the conduct of the Business as now conducted and proposed to be conducted, except for those Permits (collectively, the "Routine Permits") (x) which are routine or administrative in nature and are expected in the reasonable judgment of the Company to be obtained or given in the ordinary course of business after the Restatement Effective Date, or (y) which, if not obtained or given, would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Schedule 6.8(a) sets forth a list of substantially all of the consents that may be required to transfer those Permits (other than Routine Permits) constituting an interest in Assets which have not been obtained as of the date hereof, and each of the Company and the General Partner has requested the consent of all parties listed thereon for the transfer of such Permits.
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. 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. (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.
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. (a) As of the Closing Date, except as set forth in Schedule 6.8(a), each of the Borrower and its Subsidiaries is in possession of, and operating in compliance in all material respects with, all franchises, grants, authorizations, approvals, licenses, permits (other than permits required by Environmental Laws), easements, rights-of-way, consents, certificates and orders (collectively, the "PERMITS") required (i) to own, lease or use its properties (including without limitation to own, lease or use its Assets) and (ii) considering all such Permits in the possession of, and complied with by, the General Partner, Petrolane, the Borrower and its Subsidiaries taken together, to permit the conduct of the Business as now conducted and proposed to be conducted, except for those Permits (collectively, the "ROUTINE PERMITS") (x) which are routine or administrative in nature and are expected in the reasonable judgment of the Borrower to be obtained or given in the ordinary course of business after the Closing Date, or (y) which, if not obtained or given, would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect.
Transfer of Assets and Business. Red Oak shall, and shall cause RxAir to, take such reasonable steps as may be necessary or appropriate, in the judgment of UV, so that UV shall be placed in actual possession and control of all of the assets and the business of RxAir, and RxAir shall be owned and operated as a wholly owned subsidiary of UV.
Transfer of Assets and Business. Seller 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. (a) The Company and the Restricted Subsidiary, will at the Closing, after giving effect to the transfer of the Assets on or prior to the date of the Closing as described in the Registration Statement, be 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 (including, without limitation, to own, lease or use the Assets and to assume certain liabilities relating to the Assets as described in the Registration Statement and the Operative Agreements) and (considering all such Permits (as below defined) in the possession of, and being complied with by, the Company and the Restricted Subsidiary taken together) to permit the conduct of the Business as now conducted and proposed to be conducted
