Common use of Assets Necessary to Business Clause in Contracts

Assets Necessary to Business. The Transferred Assets constitute all of the rights, properties and assets used, or held for use in, necessary for or otherwise relating to the conduct or operation of the Business as presently conducted. Seller is the sole owner of the Transferred Assets and the sole obligor with respect to the Assumed Liabilities. Immediately following the Closing, none of Seller or Parent (or any of their respective Affiliates) will own or lease any rights, properties or assets which are used or held for use in or necessary for the conduct of the Business as presently conducted, except for the Excluded Assets.

Assets Necessary to Business. The Transferred Assets constitute all of the rights, properties and assets used, used or held for use in, in or necessary for or otherwise relating to the conduct or operation of the Business as presently conducted. Seller is the sole owner of the Transferred Assets and the sole obligor with respect to the Assumed LiabilitiesAssets. Immediately following the Closing, none of Seller or Parent (or any of their respective Affiliates) its Affiliates will continue to own or lease any rights, properties or assets (other than Excluded Assets expressly excluded hereby) which are used or held for use in or necessary for the conduct of the Business as presently conducted, except for the Excluded Assets.