All Assets Necessary Sample Clauses

All Assets Necessary. Except as set forth on Schedule 5.1(n), Arkansas owns, leases or licenses all property and assets necessary to carry on its business and operations as presently conducted.
Sample 1
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All Assets Necessary. To the Knowledge of Seller, each Ref-Fuel Entity owns, leases or licenses all material property and assets necessary to carry on its respective business and operations as presently conducted. To the Knowledge of Seller, subject to scheduled major maintenance (consistent with past practice) of the Facilities and maintenance and capital expenditures contemplated by the Operating and Cap Ex Budgets, all such tangible assets are in adequate operating condition and repair, ordinary wear and tear excepted, and except for such required maintenance and repairs and such other operating conditions as would not reasonably be expected to have a Material Adverse Effect on any Project Partnership or on the Ref-Fuel Entities taken as a whole (excluding the Project Partnerships). To the Knowledge of Seller, all material buildings, structures and other improvements located on real property owned by the Ref-Fuel Entities are located completely within the boundary lines of such real property.
Sample 1
All Assets Necessary. Except as set forth in Schedule 4.10.2, (i) TST’s assets include all assets, properties and rights necessary to conduct its Business substantially in the manner conducted since October 1, 2006, and (ii) Gemtron has not retained or failed to deliver any material asset or right of any kind or nature, which is owned by TST or which Gemtron or any of its Affiliates owns or to which Gemtron or any of its Affiliates has rights, which is necessary to, or designed for or used in the conduct of, TST’s Business; provided that this Section 4.10.2 does not apply to Intellectual Property.
Sample 1
All Assets Necessary. (a) Except as set forth in Schedule 3.17, and except for Business Assets which will constitute Transferred Assets upon consummation of the Closing, Seller Parties own, lease or license (independently of any of their Affiliates) all property and assets necessary to perform their obligations under the Transition Services Agreement.
Sample 1
All Assets Necessary. Except as set forth in Schedule 3.6, the Company and its Subsidiaries own, lease or license all material property and assets necessary to carry on their businesses and operations as presently conducted, and all such assets and properties (other than as Buyer and the Company may mutually agree) will be conveyed to Buyer at the Closing and will as of the Closing permit Buyer to conduct such businesses and operations in the same manner as such businesses and operations have been conducted prior to the Closing.
Sample 1
All Assets Necessary. (a) WFLP owns, leases or licenses all material property and assets necessary to carry on its businesses and operations as presently conducted, and all such assets and properties (other than as Buyer and Sellers may mutually agree) will be conveyed to Buyer at the Closing and will as of the Closing permit Buyer to conduct such businesses and operations in the same manner as such businesses and operations have been conducted prior to the Closing. (b) FWRLP owns, leases or licenses all material property and assets necessary to carry on its businesses and operations as presently conducted, and all such assets and properties (other than as Buyer and Sellers may mutually agree) will be conveyed to Buyer at the Closing and will as of the Closing permit Buyer to conduct such businesses and operations in the same manner as such businesses and operations have been conducted prior to the Closing. (c) California Farms owns, leases or licenses all material property and assets necessary to carry on its businesses and operations as presently conducted, and all such assets and properties (other than as Buyer and Sellers may mutually agree) will be conveyed to Buyer at the Closing and will as of the Closing permit Buyer to conduct such businesses and operations in the same manner as such businesses and operations have been conducted prior to the Closing. 3.7
Sample 1

Related to All Assets Necessary

  • Assets Necessary to Business The Purchased Assets include all property and assets (except for the Excluded Assets), tangible and intangible, and all leases, licenses and other agreements, which are necessary to permit Buyer to carry on, or currently used or held for use in, the business of the Restaurant as presently conducted and as conducted immediately prior to the Closing Date.

  • Complete as necessary All line entries must be supported by copies of appropriate statements, vouchers, receipts, canceled checks, etc., to document the expense. Entries not properly documented will not be reimbursed to the Servicer.

  • Know-How Necessary for the Business The Intellectual Property Rights are all those necessary for the operation of the Company’s businesses as it is currently conducted or as represented, in writing, to the Purchasers to be conducted. The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Rights, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use all of the Intellectual Property Rights. To the Company’s knowledge, no employee of the Company has entered into any contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than of the Company.

  • Conduct of Business Prior to the Effective Time Except as otherwise expressly contemplated or permitted by this Agreement or with the prior written consent of TD Banknorth, during the period from the date of this Agreement to the Effective Time, Hxxxxx United shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the usual, regular and ordinary course consistent with past practice, (ii) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees and (iii) take no action which would reasonably be expected to adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 9.1(c).

  • Conduct of Businesses Prior to the Effective Time During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the CBC Disclosure Schedule or the SCB Disclosure Schedule), required by Law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of CBC and SCB shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (c) take no action that would reasonably be expected to adversely affect or materially delay the ability of either CBC or SCB to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

  • All Necessary Permits, etc The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Conduct of Business Prior to Closing Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:

  • Conduct of Business Prior to the Closing From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

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