Seller's Assets. With respect to each Asset acquired by the Secured Parties, the Seller will (i) take all action necessary to perfect, protect and more fully evidence the Secured Parties' ownership of such Asset, including, without limitation, (a) filing and maintaining (at the Servicer's expense), effective financing statements against the Seller in all necessary or appropriate filing offices, and filing continuation statements, amendments or assignments with respect thereto in such filing offices, and (b) executing or causing to be executed such other instruments or notices as may be necessary or appropriate and (ii) take all additional action that the Administrative Agent may reasonably request to perfect, protect and more fully evidence the respective interests of the parties to this Agreement in such Assets.
Seller's Assets. With respect to each Purchased Item acquired by the Purchaser, the Seller will (i) take all action necessary to perfect, protect and more fully evidence the Purchaser's ownership of such Purchased Item, including, without limitation, (A) filing and maintaining effective financing statements against the Seller in all necessary or appropriate filing offices, and filing continuation statements, amendments or assignments with respect thereto in such filing offices, and (B) executing or causing to be executed such other instruments or notices as may be necessary or appropriate and (ii) taking all additional action that the Purchaser may reasonably request to perfect, protect and more fully evidence the respective interests of the parties to this Agreement and the Repurchase Documents in such Purchased Items.
Seller's Assets. With respect to each Asset acquired by the Trustee for the benefit of the Purchasers, the Seller will (i) take all action necessary to perfect, protect and more fully evidence the Trustee’s, for the benefit of the Purchasers, ownership of and security interest in such Asset, including, without limitation, (a) filing and maintaining (at the Servicer’s expense), effective financing statements against the Seller in all necessary or appropriate filing offices, and filing continuation statements, amendments or assignments with respect thereto in such filing offices (including any amendments thereto or assignments thereof) and (b) executing or causing to be executed such other instruments or notices as may be necessary or appropriate and (ii) take all additional action that the Administrative Agent or the Trustee may reasonably request to perfect, protect and more fully evidence the respective interests of the parties to this Agreement in such Assets.
Seller's Assets. The Sellers agree to sell and convey and Purchaser agrees to purchase the following assets owned by Sellers:
Seller's Assets. The parties agree that Escrowed Funds (up to an amount equal to the Section 338 Tax Adjustment, or if so determined prior to the termination of this Agreement, the amount of the Final Section 338 Adjustment each as determined pursuant to Section 1.05 of the Purchase Agreement) are assets of Sellers (and not Buyer or its subsidiaries), and are placed in escrow solely to secure Buyer's obligations to Sellers in respect of the amount of the Section 338 Tax Adjustment or the amount of the Final Section 338 Adjustment, as the case may be. No other person shall have any right, title or interest in or to the Escrowed Funds.
Seller's Assets. Notwithstanding anything to the contrary contained in this Agreement, except (i) as provided in the Transition Services Agreement, (ii) as provided in the Sublease Agreements, (iii) for the IP to be transferred to the Company pursuant to Section 5.4(c), (iv) for the Seller Licensed IP, and (v) for the tangible assets to be transferred pursuant to Section 5.4(d), it is expressly agreed that Purchaser is not purchasing, acquiring or otherwise obtaining, and neither the Company nor the Company Subsidiary will be entitled to retain following the Closing Date, any right, title or interest in any property, assets, Intellectual Property Rights, or Technology owned by Sellers as of the Closing Date, including without limitation, any trademarks or logos employing Sellers' names or any part or variation of such names or anything confusingly similar thereto. Furthermore, except to the extent required by applicable Legal Requirements or by the rules and regulations of the Nasdaq Stock Market, neither the Company nor Purchaser or its Affiliates shall make use of (including on or in stationary, literature, promotional materials, websites and any other printed or written documents) Seller's name, trademarks or logos from and after the Closing, including, without limitation "InfoSpace" or "Go2Net" or any part or variation of such name or anything confusingly similar thereto.
Seller's Assets. Neither Seller nor Seller's "ultimate parent entity" (as such term is defined in 16 CFR, Chapter 1, Subchapter H, Sections 801.1 et seq) had: (i) annual net sales of $100,000,000 or more as stated on its last regularly prepared statement of income and expenses; or (ii) total assets of $100,000,000 or more as stated on its last regularly prepared balance sheet.
Seller's Assets. Seller does not have total assets of $10,000,000 or more.
Seller's Assets. Seller has no subsidiaries, owns no assets other than --------------- the Property, and conducts no business other than as specifically permitted pursuant to the LLC Agreement. Seller and each of its members is in compliance in all material respects with the LLC Agreement, including but not limited to Section 5.03 and Sections 10.1, 10.2 and 10.3 thereof, and Res III is in compliance in all material respects with its Amended and Restated Certificate of Incorporation, including but not limited to articles EIGHTH and NINTH thereof. Additional Covenants for Purchase of Equity Interest ----------------------------------------------------
Seller's Assets. Seller represents and warrants to Buyers that, as of the Effective Date, the Site Control Documents are the only assets held by Seller. Until Seller exercises its option to purchase the Real Property under the Site Control Documents, the Site Control Documents will constitute all or substantially all of the assets of Seller.
