Required Assets Clause Samples

Required Assets. Seller is not making any representation, expressed or implied with regard to the availability of the Required Assets due to additional expenses that may be incurred to retrieve them, expressed or implied liens that may be asserted by vendors, former employees or consultants holding inventory, raw materials or other Required Assets. Buyer, at its own expense, may elect to pursue such Required Assets or use whatever means necessary to obtain them. Some assets described in this Exhibit may contain third-party intellectual property that may have been licensed by, or otherwise acquired, by Assignor. Buyer acknowledges that Seller may be unable to transfer certain intellectual property belonging to a third party without the express written consent of that third party which shall not be obtained or sought by Seller as part of this Agreement. Buyer accepts full responsibility for communicating with third parties whose intellectual property may be included in the Required Assets and Buyer shall be responsible for paying all licensing fees, costs, expenses, or other charges associated with using said assets.

Required Assets. Except for the Retained Assets, all of the rights, properties and assets used by the Seller in connection with owning and operating the Business are (i) either owned by the Seller or licensed or leased to the Seller under one of the Contracts conveyed to the Purchaser under this Agreement; and (ii) included in the Purchased Assets. With the exception of the assets identified in Section 1.02 of the Disclosure Schedule (consisting of the Retained Assets used by the Business but owned or leased by Seller and utilized in connection with businesses of Seller other than the Business), the Purchased Assets are sufficient for the continued operation of the Business by the Purchaser after the Closing in substantially the same manner as presently conducted by the Seller.

Required Assets. From the date hereof until the Closing Date, Parent shall assign, or cause the assignment of, all tangible IT infrastructure assets owned or leased by Parent or any of its Affiliates (other than the Company Entities) and necessary for the conduct of the Business at the Closing Date (the “Required Assets”) to the Company, and any costs associated with such assignments shall be at Parent’s expense; provided, that if Parent does not obtain such assignment of any Required Assets within five (5) days prior to the Closing Date, Parent, at its expense, shall purchase the Required Assets or assets substantially similar to the Required Assets for the benefit of the Company Entities.

Required Assets. Except as disclosed in Schedule 2.14, the Assets include all items necessary and advisable to run the Business and for the operation, development, release to market and support of the Technology, including, but not limited to, computer equipment, technology and associated rights to perform the research and development, testing, maintenance, customer support and training and marketing of the Technology.

Required Assets. Except as disclosed in Section 7.8 of the Disclosure Schedule, all of the rights, properties and assets utilized or required by W▇▇▇▇ US in connection with owning and operating the US Business are (a) either owned by W▇▇▇▇ US or licensed or leased to W▇▇▇▇ US under the Contracts conveyed to US Purchaser under this Agreement and (b) included in the Purchased Assets (other than the US Retained Assets). Except as disclosed in Section 7.8 of the Disclosure Schedule, the assets, properties, contracts and rights of W▇▇▇▇ Canada include all of the assets, properties, contracts and rights necessary for the conduct of the Canadian Business as currently conducted and as presently proposed to be conducted. Except as disclosed in Section 7.8 of the Disclosure Schedule, neither Katy nor any Affiliate of Katy owns, or has any rights in, such assets, properties, contracts and rights, other than as a shareholder of W▇▇▇▇ Canada.

Required Assets. 35 8.06 Contracts............................................................................................... 35 8.07 Financial Statements and Related Matters................................................................ 36 8.08 [Reserved].............................................................................................. 37 8.09

Required Assets. Except as set forth in Section 4.8 of the Disclosure Letter, at and immediately after Closing, the Acquired Companies own, lease or otherwise have the right to use, either directly or through the Subsidiaries, all of the material rights, properties and assets necessary for the conduct of the Business as presently conducted. Except for changes in assets, properties and rights in the ordinary course of the Business, the Acquired Companies own as of the date hereof such assets, properties and rights as were sufficient to produce the income reflected in the Financial Statements for the periods covered thereby.

Required Assets. 13 4.7 Related Party Transaction..........................................13 4.8 Title to Purchased Assets..........................................13 4.9 Condition of Purchased Assets......................................14 4.10

Required Assets. Except for the items set forth on Schedule 7.05 and the Retained Assets, all of the material rights, properties and assets required by the Seller in connection with the ownership, operation, maintenance, and repair of the Facility, the delivery of fuel thereto from the Columbia tap and the delivery of power and ancillary services therefrom to the Substation, each as of the date hereof, are (a) owned by the Seller or licensed or leased to the Seller under one of the Purchased Contracts (except as otherwise contemplated by Section 14.02 hereof); and (b) included in the Purchased Assets.