Assets of the Division Sample Clauses

Assets of the Division. Each of the Division Subsidiaries has, or will have upon transfer to such Division Subsidiary in connection with the Restructuring Transactions, good and marketable title to the material assets and properties reflected in the Interim Balance Sheet (except assets or properties sold or otherwise disposed of in the ordinary course of business), owned by it (or to be transferred to it pursuant to the Restructuring Transactions). The delivery to the WCAS Subs of the instruments of transfer of ownership contemplated by this Agreement will at the time of the Closing Date vest good and marketable title to the Holding Shares in the WCAS Subs. Except for the services to be provided under the WIN Transition Services Agreement or the other Ancillary Agreements or such assets or services as are governed by the agreements set forth in Section 6.2 of the Disclosure Letter, the assets of the Division Subsidiaries constitute all of the assets necessary to operate the Division in substantially the same manner as it is operated as of the date hereof. The Division Subsidiaries are the only Subsidiaries of WIN that presently are active and primarily engaged in the operation of the Division.
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Assets of the Division. Except for Staying Clinics and the services to be provided under the Transition Agreement, as of the Closing, the assets of the Division Entities will constitute all of the assets necessary to operate the Business in the manner presently conducted and as reflected in the Interim Pro Forma Income Statements, except for assets disposed of by the Division in the ordinary course of Business. At Closing, the Company and the Division Entities will be the only Affiliates of Seller that are engaged in the operation of the Division. Except as set forth in Section 3.19 of the Disclosure Letter, none of the Excluded Assets (other than Staying Clinics) are primarily used in or necessary for the operation of the Business in the manner presently conducted or as reflected in the Interim Pro Forma Income Statements. Except for Staying Clinics and as set forth in Section 3.19 of the Disclosure Letter, after giving effect to the Restructuring Transactions, Seller will not, directly or indirectly, own any assets that are primarily used in or, except as reflected in the Transition Agreement, are necessary for the operation of the Business in the manner presently conducted or as reflected in the Interim Pro Forma Income Statements. The Interim Pro Forma Income Statements do not reflect the operations of any Staying Clinics, except for Staying Clinics closed after September 30, 2006, as set forth in Section 3.19 of the Disclosure Letter.
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Assets of the Division. Except for any Assets that may not be transferred to Buyer pursuant to Section 2.2 or Section 8.1, the Assets and the rights conferred by the Transaction Documents comprise all the properties and assets used by Seller primarily in the operation of the business of the Division as conducted on the date hereof. Except as expressly provided herein or in any of the Transaction Documents, Seller makes no representation or warranty concerning the Assets or the Division, including as to the quality, condition, merchantability, salability, obsolescence, working order or fitness for a particular purpose thereof. Except as expressly provided herein, the Assets are sold to Buyer "as is and where is."
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Assets of the Division. Except for the services to be provided under the Transition Agreement, as of the Closing, the assets and properties of the Company and the Division Entities will substantially constitute all of the assets necessary to own and operate the Business in the manner presently conducted. The Company and the Division Entities are the only Affiliates of Seller that are engaged in the operation of the Division.
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Assets of the Division. Except for the services to be provided under the Transition Agreement, as of the Closing, (a) the assets (including Intellectual Property Rights) of the Division Entities will constitute all of the assets necessary to operate the Business in the manner presently conducted, and (b) the assets (including Intellectual Property Rights) of the Division Subsidiaries and, to the Knowledge of Seller, the Minority Interest Division Entities will constitute all of the assets used since December 31, 2006 in the manner reflected in the Year-End Pro Forma Financial Statement, except for (i) assets described on Section 2.4(b) of the Disclosure Letter; (ii) Facility closures and relocations, and dispositions of assets in connection therewith; and (iii) assets disposed of, or inventory used by, the Division in the ordinary course of business. The Company and the Division Entities are the only Affiliates of Seller that are engaged in the operation of the Division or the Business.
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Assets of the Division. The Division Assets and the rights conferred by the Transaction Documents comprise all the properties and assets reasonably necessary for the operation of the Business as conducted on the date hereof. The Acquired Subsidiaries do not own any material assets that are not Division Assets, nor are they liable for any material liabilities that are not Division Liabilities.
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Assets of the Division. Except as disclosed on Schedule 2.4, the Intellectual Property constitutes all the material patents, patents pending, applications for patents, trademark registrations, applications for trademark registrations, tradenames, service marks, copyright registrations or applications; technical documentation, prints, drawings, specifications and notes thereto; trade secrets, know-how, show-how, manufacturing methods and processes, and all licenses, claims, studies and undertakings related thereto that are used in the operation of the Division.
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Assets of the Division. Except for any Assets that may not be transferred to Buyer pursuant to Section 2.2 or Section 8.1, the Assets and the rights conferred by the Transaction Documents comprise all the properties and assets used by Seller exclusively in the operation of the business of the Division as conducted on the date hereof. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE ASSETS (INCLUDING THE SUBSIDIARY STOCK) OR THE DIVISION, INCLUDING AS TO THE QUALITY, CONDITION, MERCHANTABILITY, SALABILITY, OBSOLESCENCE, WORKING ORDER OR FITNESS FOR A PARTICULAR PURPOSE THEREOF. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ASSETS ARE SOLD TO BUYER "AS IS AND WHERE IS."
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Assets of the Division. Except for the services to be provided under the Transition Agreement, as of the Closing, (a) the assets (including Intellectual Property Rights) of the Division Entities will constitute all of the assets necessary to operate the Business in the manner presently conducted, and (b) the assets (including Intellectual Property Rights) of the Division Subsidiaries and, to the Knowledge of [Washington DC #361873 v9] 25 Seller, the Minority Interest Division Entities will constitute all of the assets used since December 31, 2006 in the manner reflected in the Year-End Pro Forma Financial Statement, except for (i) assets described on Section 2.4(b) of the Disclosure Letter; (ii) Facility closures and relocations, and dispositions of assets in connection therewith; and (iii) assets disposed of, or inventory used by, the Division in the ordinary course of business. The Company and the Division Entities are the only Affiliates of Seller that are engaged in the operation of the Division or the Business.
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Related to Assets of the Division

  • Persons Having Access to Assets of the Portfolios Notwithstanding anything to the contrary contained in this Agreement, no Authorized Person, Trustee, officer, employee or agent of any Fund shall have physical access to the assets of any Portfolio of that Fund held by the Custodian nor shall the Custodian deliver any assets of a Portfolio for delivery to an account of such person; provided, however, that nothing in this Section 3.03 shall prohibit (a) any Authorized Person from giving Proper Instructions, or any person authorized to issue Special Instructions from issuing Special Instructions, so long as such action does not result in delivery of or access to assets of any Portfolio prohibited by this Section 3.03; or (b) each Fund's independent certified public accountants from examining or reviewing the assets of the Portfolios of the Fund held by the Custodian. Each Fund shall deliver to the Custodian a written certificate identifying such Authorized Persons, Trustees, officers, employees and agents of such Fund.

  • Persons Having Access to Assets of the Fund (a) No trustee or agent of the Fund, and no officer, director, employee or agent of the Fund's investment adviser, of any sub-investment adviser of the Fund, or of the Fund's administrator, shall have physical access to the assets of the Fund held by the Custodian or be authorized or permitted to withdraw any investments of the Fund, nor shall the Custodian deliver any assets of the Fund to any such person. No officer, director, employee or agent of the Custodian who holds any similar position with the Fund's investment adviser, with any sub-investment adviser of the Fund or with the Fund's administrator shall have access to the assets of the Fund. (b) Nothing in this Section 5 shall prohibit any duly authorized officer, employee or agent of the Fund, or any duly authorized officer, director, employee or agent of the investment adviser, of any sub-investment adviser of the Fund or of the Fund's administrator, from giving Instructions to the Custodian or executing a Certificate so long as it does not result in delivery of or access to assets of the Fund prohibited by paragraph (a) of this Section 5.

  • Average Invested Assets For a specified period, the average of the aggregate book value of the Assets before deducting depreciation, bad debts or other non-cash reserves computed by taking the average of such values at the end of each month during such period.

  • Assets of Trust The assets of the Trust shall consist of the Trust Property.

  • Investment Assets Those assets of the Fund as the Advisor and the Fund shall specify in writing, from time to time, including cash, stocks, bonds and other securities that the Advisor deposits with the Custodian and places under the investment supervision of the Sub-Advisor, together with any assets that are added at a subsequent date or which are received as a result of the sale, exchange or transfer of such Investment Assets.