Necessary Property and Transfer of Assets Clause Samples

Necessary Property and Transfer of Assets. The Property constitutes all property and property rights now used or necessary for the conduct of the Company's business in the manner and to the extent presently conducted by the Company. Except as provided in Schedule 2.10, there exists no condition, restriction or reservation affecting the title to or utility of the Property or that would prevent the Company from enforcing its rights with respect to the Property after the Closing to the same full extent that it might continue to do so if the sale and transfer contemplated hereby did not take place.
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Necessary Property and Transfer of Assets. The Property constitutes all property and property rights now used, useful or necessary for the conduct of the Company's business in the manner and to the extent presently conducted or planned by the Company. There exists no condition, restriction or reservation affecting the title to or utility of the Property or that would prevent the Company from enforcing its rights with respect to the Property after the Closing to the same full extent that it might continue to do so if the sale and transfer contemplated hereby did not take place.
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Necessary Property and Transfer of Assets. Except as set forth on Schedule 3.9, the assets owned, leased or licensed as of the date hereof by the Company Group constitute all the material properties, assets and rights necessary to conduct the business of the Company Group in all material respects as it is currently conducted in the Ordinary Course of Business.
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Necessary Property and Transfer of Assets. Except as set forth on Schedule 2.5, the Assets and the Assumed Liabilities constitute all property and property rights now used or necessary for the conduct of the Business in the manner and to the extent presently conducted or planned by the Seller. There exists no condition, restriction or reservation affecting the title to or utility of the Assets or the Assumed Liabilities which would prevent Buyer from utilizing the Assets, or any part thereof, to the same extent that Seller might continue to do so if the sale and transfer contemplated hereby did not take place. Upon the execution of this Agreement and delivery of Related Agreements, good and marketable title to the Assets and the rights under the Assumed Liabilities shall be vested in Buyer free and clear of all Liens.
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Necessary Property and Transfer of Assets. The Assets (including the Leased Assets) are owned, or at the Closing will be owned, by Seller free and clear of all liens, liabilities, claims, encumbrances, and leases (except for the Assumed Leases). Except as set forth on Schedule 2.16, the Assets constitute all of the property and property rights now used, and traditionally used by Seller, consistent with prior practice, for the conduct of the Business in the manner and to the extent presently conducted by Seller. Except as expressly set forth on Schedule 2.16, no consent is necessary to, and there exists no restriction on, the transfer of any of the Assets or the assignment of the Assigned Contracts to Buyer. There exists no condition, restriction, or reservation affecting the title to or utility of the Assets, including the Assigned Contracts and the Leased Real Property, which would prevent Buyer from occupying or utilizing the Assets or enforcing the rights under the Assigned Contracts or the Sublease, or any part thereof, to the same full extent that Seller might continue to do so if the sale and transfer contemplated hereby did not take place. Upon the Closing, good, valid, and marketable title to the Assets and the rights under the Assigned Contracts shall be vested in Buyer free and clear of all taxes, liens, charges, claims, and encumbrances.
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Necessary Property and Transfer of Assets. The Purchased Assets, the Assumed Liabilities and the Shareholder Patentable Property constitute all the property and property rights now used, useful or necessary for the conduct of the Business in the manner and to the extent presently conducted by Seller. Except as set forth on Schedule 3.14 hereto, no consent is necessary to, and there exists no restriction on, the transfer of any of the Purchased Assets or the assignment of the Assumed Liabilities to Buyer. There exists no condition, restriction or reservation affecting the title to or utility of the Purchased Assets or Assumed Liabilities which would prevent Buyer from occupying or utilizing the Purchased Assets or enforcing the rights under the Assumed Liabilities, or any part thereof, to the same full extent that Seller might continue to do so if the sale and transfer contemplated hereby did not take place. Upon the Closing, good and marketable title to the Purchased Assets and the rights under the Assumed Liabilities shall be vested in Buyer free and clear of all taxes and Liens.
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Necessary Property and Transfer of Assets. The Property constitutes all assets and property (other than with respect to Intellectual Property, and other than public property and property owned by others and which is predominantly used by others) now used by the Company and its Subsidiaries in the conduct of the business of the Company and its Subsidiaries. To the Company’s knowledge, there exists no condition, restriction or reservation affecting the title to or utility of the Property that would, assuming the receipt of all consents and approvals relating to the Company required to be obtained from Governments and from third parties, prevent the Company or any of its Subsidiaries from enforcing their respective rights with respect to the Property after the Effective Time to the same full extent that it might continue to do so if the sale and transfer contemplated hereby did not take place.
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Necessary Property and Transfer of Assets. The Purchased Assets, the Assumed Liabilities (as defined in the Asset Purchase Agreement) and the Patentable Property constitute all the property and property rights now used, useful or necessary for the conduct of the Business in the manner and to the extent presently conducted by the Company and Seller. No consent is necessary to, and there exists no restriction on, the transfer of the Patentable Property to Buyer. There exists no condition, restriction or reservation affecting the title to or utility of the Patentable Property which would prevent Buyer from utilizing the Patentable Property, or any part thereof, to the same full extent that Seller might continue to do so if the sale and transfer contemplated hereby did not take place. Upon the Closing, good and marketable title to the Patentable Property shall be vested in Buyer free and clear of all taxes and Liens. Seller does not represent and warrant, or provide any other assurance, that the patent application will result in the issuance of a business method patent in accord with the patent application; and, if such patent is issued, that it will be enforceable in accord with its terms. After the Closing, Buyer shall, in its sole discretion, determine whether and in what form to file the Application with the U.S. Patent and Trademark Office ("PTO") and, if it so determines to file the Application with the PTO, Buyer be responsible for any prosecution and related fees and costs incurred by Buyer in connection with such filing. Seller understands that, if it so determines to file the Application with the PTO, such business method patent may not ultimately issue with the result that Buyer may have to rely solely on such other rights as may be available under applicable state and federal law.
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Necessary Property and Transfer of Assets. The Purchased Assets and the Excluded Assets taken as a whole are sufficient for the continued conduct of the Business in the manner and to the extent presently conducted by Sellers.
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Related to Necessary Property and Transfer of Assets

  • Sale and Transfer of Assets In reliance on the representations, warranties, covenants and agreements contained herein and subject to the terms and conditions hereof, on the Closing Date (as hereinafter defined), Seller shall sell, convey, transfer and deliver to Buyer, and Buyer shall purchase from Seller, the assets, tangible and intangible, used or to be used in the Aviation Business, but expressly excluding the Excluded Assets (as defined in Section 1(b)), and including without limitation, the following (collectively, the “Assets”), free and clear of all Encumbrances: (i) all assets of the Aviation Business as reflected on Schedule B attached hereto including, but not limited to, inventory, tools, equipment, vehicles, furniture and fixtures; (ii) the right, title and interest of Aviation under the Master Lease, including leasehold improvements located on the real property leased by Seller under the Master Lease (the “Real Property”); (iii) the right, title and interest of Aviation under the customer contracts and contract rights of all kind (including, without limitation, rental contracts, hanger leases, customer service contracts, tie down agreements, capital leases for equipment, furniture, trucks and other property used in or necessary for the operation of the Aviation Business as currently conducted) listed on Schedule B attached hereto, to the extent assumable and/or assignable, which Buyer has elected to assume by written notice to Seller within five (5) business days of the date of this Agreement, which Buyer may extend for an additional five (5) day period, together with all deposits and prepaid amounts under such contracts, agreements and arrangements (collectively “Assumed Aviation Contracts”); (iv) the name “Ronson Aviation” and all other intellectual property rights and other intangible personal property owned or leased by Aviation that is used in or necessary for the conduct of the Aviation Business as currently conducted;

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

  • MERGER, CONSOLIDATION, TRANSFER OF ASSETS Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.

  • Merger or Consolidation Transfer of Assets If the Owner Trustee merges or consolidates with, or transfers its corporate trust business or assets to, any Person, the resulting, surviving or transferee Person will be the successor Owner Trustee so long as that Person is qualified and eligible under Section 9.1. The Owner Trustee will (i) notify the Issuer and the Administrator (who will notify the Rating Agencies) of the merger or consolidation within 15 Business Days of the event and (ii) file a certificate of amendment to the Certificate of Trust as required by Section 9.3(e).

  • Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.