HTS Assets definition
Examples of HTS Assets in a sentence
No Governmental Orders have been issued against Seller or any of its Affiliates in connection with HTS or the Business or in respect of any of the HTS Assets or the Acquired Assets with such exceptions as, individually or in the aggregate, would not have a Material Adverse Effect.
For purposes of this Agreement, "Acquisition Proposal" means any proposal or offer to purchase or acquire all or any significant portion of the Acquired Assets or the HTS Assets, other than the transactions contemplated hereby.
Prior to Closing, Seller will cause all Liens, other than Permitted Liens, on any of the HTS Assets or the MSC Assets to be removed.
The MSC Assets and the HTS Assets, together with the property leased under the Lease and the services provided under the Shared Services Agreement, are, and the ownership interest therein conveyed to Purchaser or owned by HTS at Closing will be, adequate to conduct the Business as currently conducted.
Notwithstanding any other provision of this Agreement, neither the Purchaser nor any of its Affiliates shall be required to enter into any consent decree or to dispose or hold separate any assets or otherwise agree to any action which may adversely affect the Purchaser or any of its Affiliates, the Business, the HTS Assets or any Acquired Asset in order to satisfy any objection of any Governmental Authority.
All of the tangible MSC Assets and HTS Assets material to the operation of the Business are (i) set forth in Section 3.12(a) of the Disclosure Schedule and (ii) in good operating condition and repair, subject to normal wear and maintenance, except to the extent the failure to be in such condition or repair would not individually or in the aggregate have a Material Adverse Effect.