Required Assets. All of the rights, properties and assets utilized or required in connection with owning and operating the Business as presently conducted by Seller are (a) either owned by Seller or licensed or leased to Seller under one of the Transferred Contracts, and (b) included in the Purchased Assets. 5.6
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. 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 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. Except as disclosed in Section 7.8 of the Disclosure Schedule, all of the rights, properties and assets utilized or required by Wxxxx US in connection with owning and operating the US Business are (a) either owned by Wxxxx US or licensed or leased to Wxxxx 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 Wxxxx 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 Wxxxx Canada.
Required Assets. 35 8.06 Contracts............................................................35 8.07 Financial Statements and Related Matters.............................36 8.08 [Reserved]...........................................................37 8.09
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. The Required Assets solely include, as of the Closing Date, the intangible assets and intellectual property rights that relate specifically to 5300 PM Generator Business of the Danotek Motion Technologies, Inc., namely, the Patent License (as defined in Exhibit B-1 attached hereto), and Copyrights (as defined below) owned or developed by Assignor (or that have been assigned to Seller), which the Seller has in its possession, Intellectual Property, and specific equipment. For the avoidance of doubt, Required Assets do not include any other rights, including any and all properties, rights, contracts, claims or other assets owned by either Assignor or Seller, including, but not limited to, Assignor’s Excluded Assets. Tangible Assets Include: Manufacturing Assets and Test Equipment Rotor insertion jig & stand Bearing press & Table Work table Work bench with rack Hand cart/tool chest with tools Stator stands (3) General assembly table Bed Plate & Hardware Mounting Plate & hardware Lift tables Drive Motor with coupling ABB Drive Controller Part storage rack (1 set) - Blue rack with rollers Portions of this exhibit were omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of...
Required Assets. Except as described in Schedule 5.20 or elsewhere herein, the Business Assets, together with any Material Contracts not included as a part thereof, include all intellectual property rights needed to conduct the Business as presently conducted, without infringing on the rights of any other party except for the Excluded Assets.
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. Subsequent to the consummation of the transactions contemplated hereby, all of the rights, properties and assets utilized or required by TeleHub or TTC or any of their Affiliates in connection with owning and operating the Business and the Purchased Assets will be (a) owned by the Company or licensed or leased to the Company; and (b) included in the Purchased Assets. Except for the leased office space described on Section 4.10, the Purchased Assets and Contracts comprise all of the assets and services presently used in the Business or required for the continued conduct of the Business by the Company as now being conducted by TeleHub or TTC or any of their Affiliates.
