ASSETS OWNED. Except for the Retained Assets, the Purchased Assets comprise all of those assets which are used or useful in the operation of the Business in the ordinary course as presently conducted.
ASSETS OWNED. Each Windrace Group Company legally and beneficially owned at the Last Accounts Date, and had good and marketable title to and possession of, and (except for current assets subsequently sold or realised in the ordinary course of business) still owns and has good and marketable title to and possession of, all the assets included in the relevant Accounts and to all assets acquired since the Last Accounts Date and not subsequently sold or realised as aforesaid, save for any sales or realizations in the ordinary course of business. No Windrace Group Company has acquired or agreed to acquire any assets since the Last Accounts Date, save for any purchases in the ordinary course of business.
ASSETS OWNED. Except for the acquisition and disposition of assets in the ordinary course of business consistent with Seller's past practice, the Purchased Assets include all of the fixed assets reflected on the Balance Sheet less the Retained Assets, and except for the Retained Assets, comprise all of those assets which are used to operate Seller's business in
ASSETS OWNED. DPI and Flare own, or have rights-of-way, easements, licenses, leases, or permits with respect to all of the material assets used in the operation of their respective businesses and assets held in storage for use in the operation of their respective businesses or assets. Other than sales or assignments to its customers, neither DPI or Flare has sold or assigned any rights-of-way, easements, licenses, leases or permits, in whole or in part, or any undivided interest therein, to any Person whatsoever, except as expressly disclosed in Section 7(a)(20) of the Disclosure Schedule.
ASSETS OWNED. Except for the Retained Assets, the Purchased Assets comprise all of those assets which are used or useful in the operation of the Business in the ordinary course as presently conducted and constitute substantially all of the properties of Seller as provided for in Section 368(a)(1)(C) of the Code, the regulations thereunder and Revenue Procedure 77-37, 1977-2 C.B. 568.
ASSETS OWNED. The Merging Corporation shall own on or before the Closing Date those number of shares, as set forth on the aforementioned Exhibit "A," which represent the percentage ownership set opposite each number of shares, of the Owned Corporations for which Factory Approvals, as hereinafter defined, shall have been obtained. The Owned Corporations own those assets set forth on Exhibit "B" attached hereto and made a part hereof by this reference, subject to the liabilities disclosed on the Financial Statements, including but not limited to any and all "LIFO" debt which shall be adjusted as of the Closing Date and assumed by the Surviving Corporation, which assets are used in an automobile dealership business. The parties expressly acknowledge and agree that the Owned Corporations are all Subchapter S corporations for federal and state purposes and as such, have built up cash reserves ("Cash Reserves") which have been previously taxed to the Shareholder of the Merging Corporation. The Shareholder of the Merging Corporation reserves the right, in his sole discretion, to withdraw the Cash Reserves, any paid in Capital and any Shareholder loans prior to the Closing Date.
ASSETS OWNED. Schedule 2.3 attached hereto sets forth a true, correct and complete list of all claims, liabilities, liens, pledges, charges, encumbrances and equities of any kind affecting their respective Assets (collectively, the "Encumbrances"). The Seller is, and at the Closing will be, the true and lawful owner of the Assets, and will have the right to sell and transfer to the Buyer (i) good and marketable title to the Residential Property and (ii) good and marketable title to all Assets other than the Real Estate, free and clear of all Encumbrances except as otherwise set forth in Schedule 2.22(a) with respect to the Real Estate. The delivery to the Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title to the Residential Property and good and marketable title to all Assets other than the Residential Property in the Buyer, free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever, except for the Permitted Exceptions (as hereinafter defined) as set forth on Schedule 2.22(b).