Assets and Business. The Company, at the Closing will have no ------------------- assets or business.
Assets and Business. All assets owned by the Company are listed on Schedule 2.02(g) (the "Assets"). The Company has good and marketable title to the Assets, free and clear of all Encumbrances. The Company is not engaged in any business or activity other than owning the Assets.
Assets and Business. The business of Parent is substantially ------------ ------------------- as described in Parent's Financial Statements. To the knowledge and belief of Parent, Parent has good and marketable title to all properties, assets and leasehold estates, real, personal and mixed, tangible and intangible (including by way of example and not limitation all patents, copyrights and other intellectual property), owned by or used in its business, and which is material to the operation of that business including those reflected on Parent's Financial Statements (except as since sold or otherwise disposed of in the ordinary course of business), subject to no mortgage, pledge, lien, conditional sales agreement, encumbrance or charge, except for: (a) liens reflected on Parent's Financial Statements as securing specified liabilities (with respect to which no default exists); (b) liens for current taxes and assessments not in default; and (c) liens arising by operation of law of which, except to the extent disclosed on Parent's Financial Statements, Parent has no knowledge of any such liens existing.
Assets and Business. The business of Subsidiary is ------------ ------------------- substantially as described in Subsidiary's Financial Statements. To the knowledge and belief of Subsidiary and Subsidiary Shareholders, except as disclosed in writing to Parent prior to execution hereof, Subsidiary has good and marketable title to all properties, assets and leasehold estates, real, personal and mixed, tangible and intangible (including by way of example and not limitation all patents, copyrights and other intellectual property), owned by or used in its business, and which is material to the operation of that business including those reflected on Subsidiary's Financial Statements (except as since sold or otherwise disposed of in the ordinary course of business), subject to no mortgage, pledge, lien, conditional sales agreement, encumbrance or charge, except for: (1) liens reflected on Subsidiary's Financial Statements as securing specified liabilities (with respect to which no default exists); (2) liens for current taxes and assessments not in default; and (3) liens arising by operation of law of which, except to the extent disclosed on Subsidiary's Financial Statements, the Subsidiary and Subsidiary Shareholders have no knowledge of any such liens existing. By way of example and not limitation, except as disclosed in writing to Parent prior to execution hereof, Subsidiary is the exclusive owner of any and all copyrights, patents, trade secrets and know how and other proprietary rights relating to all software and computer products it produces and sells. The parties acknowledge that Subsidiary has disclosed in writing that CAMWorks is jointly owned by TekSoft and GSSL, an Indian company; that Solidworks owns the marketing rights to the initial version of CAMWorks; and that the name "CAMWorks" is copyrighted by GSSL.
Assets and Business. The Company owns the tangible and intangible assets listed in Schedule 2.02(g) (plus tangible assets acquired after the date hereof and minus tangible assets disposed of in the ordinary course of business after the date hereof) free and clear of all Encumbrances except as set forth in Schedule 2.02(g), as such Schedule may be amended to include Encumbrances attaching after the date hereof to tangible assets acquired after the date hereof;
Assets and Business. The Company owns all of the assets listed on --------------------- Schedule B-1.
Assets and Business. Carr'x xxxets consist, and at all times during the Term will consist, solely of its interests in the Facility and assets reasonably related thereto, and, during the Term, Carr xxxl engage only in activities and transactions contemplated by, or reasonably related to the performance of its obligations under, this Agreement. As of the Effective Date, Carr xxxll possess all rights and interests in the Facility and other assets necessary to perform its obligations under this Agreement.
Assets and Business. (a) The Borrower is in possession of and operating in compliance in all respects with all franchises, grants, authorizations, approvals, licenses, permits, easements, rights-of-way, consents, certificates and orders required to own, lease or use its properties and to permit the conduct of the Business as now conducted and proposed to be conducted, except for those franchises, grants, authorizations, approvals, licenses, permits, easements, rights-of-way, consents, certificates and orders (collectively, "Permitted Exceptions") (i) which are not required at this time and are routine or administrative in nature and are expected in the reasonable judgment of the Borrower to be obtained or given in the ordinary course of business after the Closing Date, or (ii) which, if not obtained or given, would not, individually or in the aggregate, have a Material Adverse Effect.
Assets and Business. Sub engages in no business, owns no material ------------------- assets or properties, and has no material liabilities. There has not been any compensation, commission, bonus, or other remuneration paid or payable to any officer, director, agent, employee or consultant of Sub. Sub is not a party to, or otherwise bound by, any (i) material written or oral contract, (ii) employment or consultant contract, (iii) bonus, pension, profit sharing, retirement, share purchase, stock option, hospitalization, group insurance, or similar employee benefits plan or agreement, (iv) real or personal property lease, as lessor or lessee, (v) advertising or public relations contract, (vi) purchase, supply or service contract, (vii) deed of trust, mortgage, conditional sales contract, security agreement, pledge agreement, trust receipt, or any other agreement or arrangement whereby any of the assets or properties of Sub are subject to a lien, encumbrance, charge or other restriction or which would otherwise cause Sub to incur any material liability or expense.
Assets and Business. The business of Target as of December 31, 1995 ------------------- and 1996 is substantially as described in its financial statements. Notwithstanding anything in this Reorganization Agreement expressly or by implication to the contrary, no representation or warranty is made with respect to the financial condition of Target or the value of the Target Common Stock.
