Examples of TAS Assets in a sentence
This Agreement and the rights and obligations hereunder shall not be assignable without the prior written consent of the other party hereto, provided that Neptune may assign this Agreement (a) to any Affiliate of Neptune without such consent or (b) subsequent to the Closing, to any transferee of the TAS Business, TAS Assets or Assumed TAS Liabilities that executes a written assumption of the obligations of Neptune hereunder.
All insurance policies maintained by TAS for the benefit of or in connection with the TAS Assets or the TAS Business are in full force and effect, and all premiums due thereon have been paid.
TAS has maintained all tangible TAS Assets that are material to the TAS Business in good repair, working order and operating condition subject only to ordinary wear and tear.
Notwithstanding anything to the contrary set forth herein, the TAS Assets shall not include any property, asset or right not set forth on Schedule 1.1(b) (collectively, the "EXCLUDED TAS ASSETS").
TAS is a corporation duly organized, validly existing and in good standing under the laws of New Jersey, and has full corporate power and authority to conduct the TAS Business and to own or lease and to operate the TAS Assets as and in the places where such TAS Business is conducted and such TAS Assets are owned, leased or operated.
To TAS' Knowledge, there are no proposed laws which would be applicable to the TAS Business or the TAS Assets and which might adversely affect the properties, assets, liabilities, operations or prospects of the TAS Business, either before or after the Closing.
Neptune wishes to purchase or acquire from TAS, and TAS wishes to sell, assign and transfer to Neptune, the TAS Assets (as defined in Section 1.1(b)), and Neptune has agreed to assume the Assumed TAS Liabilities (as defined in Section 2.5(b)), upon the terms and subject to the conditions hereinafter set forth.
Nothing in this Section 2.7 shall be deemed a waiver by the transferee of its right to have received on or before the Closing an effective assignment of all of the Neptune Assets or the TAS Assets, as the case may be, to the extent provided for in this Agreement, nor shall this Section 2.7 be deemed to constitute an agreement to exclude from the Neptune Assets or the TAS Assets, as the case may be, any assets described under Schedules 1.1(a) or 1.1(b).
TAS owns, or otherwise has sufficient and legally enforceable rights to use, the TAS Assets.
TAS shall have delivered to Neptune releases or terminations under the Uniform Commercial Code and any other applicable federal, state or local statutes or regulations of any financing statements or similar filings filed against any of the TAS Assets (including, without limitation, any Liens asserted by any governmental authority with respect to Taxes).