Examples of TAS Assets in a sentence
TAS shall have delivered to Neptune releases or terminations under the Uniform Commercial Code and any other applicable federal, state or local statutes or regulations of any financing statements or similar filings filed against any of the TAS Assets (including, without limitation, any Liens asserted by any governmental authority with respect to Taxes).
Notwithstanding anything to the contrary set forth herein, the TAS Assets shall not include any property, asset or right not set forth on Schedule 1.1(b) (collectively, the "EXCLUDED TAS ASSETS").
Neptune wishes to purchase or acquire from TAS, and TAS wishes to sell, assign and transfer to Neptune, the TAS Assets (as defined in Section 1.1(b)), and Neptune has agreed to assume the Assumed TAS Liabilities (as defined in Section 2.5(b)), upon the terms and subject to the conditions hereinafter set forth.
To TAS' Knowledge, there are no proposed laws which would be applicable to the TAS Business or the TAS Assets and which might adversely affect the properties, assets, liabilities, operations or prospects of the TAS Business, either before or after the Closing.
All such tangible TAS Assets are fully adequate and suitable for the purposes for which they are presently being used.
Nothing in this Section 2.7 shall be deemed a waiver by the transferee of its right to have received on or before the Closing an effective assignment of all of the Neptune Assets or the TAS Assets, as the case may be, to the extent provided for in this Agreement, nor shall this Section 2.7 be deemed to constitute an agreement to exclude from the Neptune Assets or the TAS Assets, as the case may be, any assets described under Schedules 1.1(a) or 1.1(b).
All insurance policies maintained by TAS for the benefit of or in connection with the TAS Assets or the TAS Business are in full force and effect, and all premiums due thereon have been paid.
The parties agree to treat any indemnity payment made pursuant to Section 13.2(a) or 13.2(b) as an adjustment to the Initial Purchase Price with respect to the Neptune Assets or TAS Assets, as applicable, for all Tax purposes unless otherwise required by law.
TAS owns, or otherwise has sufficient and legally enforceable rights to use, the TAS Assets.
TAS has maintained all tangible TAS Assets that are material to the TAS Business in good repair, working order and operating condition subject only to ordinary wear and tear.