Assets and Liabilities of the Company Sample Clauses
The 'Assets and Liabilities of the Company' clause defines what constitutes the company's assets and liabilities for the purposes of the agreement. It typically outlines the specific items, such as property, equipment, intellectual property, debts, and obligations, that are included or excluded from the company's balance sheet at a given point in time. This clause ensures that all parties have a clear understanding of what is being transferred, retained, or accounted for in a transaction, thereby preventing disputes and ensuring transparency regarding the company's financial position.
Assets and Liabilities of the Company. The Managing Member represents and warrants that the Company has no assets or liabilities other than those that have been disclosed to you in writing prior to the Initial Closing Date.
Assets and Liabilities of the Company. GCI represents and warrants that the Company (i) has been formed as a Delaware limited liability company solely for purposes of this Agreement and the transactions contemplated hereby and (ii) has conducted no business, and has no assets, liabilities, obligations or commitments other than its activities undertaken to comply with this Agreement and the Ancillary Agreements.
Assets and Liabilities of the Company. As of the Initial Closing Date, the Company shall own and have good and marketable title to the assets and properties listed on Schedule 5.6, including, without limitation, the Construction Permit, and shall have no debts, obligations or liabilities of any kind whatsoever, whether accrued, contingent or otherwise, except those arising under this Agreement, the Transaction Documents, the Tower Lease and the Communications Act.
Assets and Liabilities of the Company. As of the Closing Date, except as otherwise specifically requested by the Purchaser or its Representatives or directed by Xxxx, Xxxxxxx or Xxxxxxxx, the Company (a) will not have conducted any business activities or operations whatsoever other than to receive the Transferred Assets and assume the Assumed Liabilities pursuant to the terms of this Agreement and (b) will have no assets, liabilities or obligations whatsoever other than the Transferred Assets and the Assumed Liabilities.
Assets and Liabilities of the Company. (a) On the date hereof, the Company has no assets or liabilities of any nature, has no employees, and has not conducted any business.
(b) Immediately prior to and as of the Closing, the Company shall (i) have good and valid title to the Assets, free and clear of any and all Encumbrances, except (A) liens for Taxes not yet due or being contested in good faith by appropriate proceedings, and (B) such Encumbrances relating to the Leases of the LA Stores as (x) are set forth in the Leases themselves, (y) consist of deeds of trust or other Encumbrances on the fee interests or, where applicable, master leasehold interests from which the Leases were derived, or (z) are not substantial in amount, character or extent and do not detract from the value, or interfere with the use, of the LA Stores in any material respect ("Permitted Encumbrances"); (ii) have no assets other than the Assets; (iii) have no liabilities or obligations of any nature (absolute, accrued, contingent or otherwise), whether due or to become due (including, without limitation, any liability for taxes and interest, penalties or other charges payable with respect to any such liability or obligation), whether or not required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, other than the obligations under the Leases; (iv) have no employees; and (v) conduct no business other than the Business.
Assets and Liabilities of the Company. 7.1 The Company owns or validly leases or licences, and is in lawful possession of, all the Maseve Equipment and Inventory Items.
7.2 No person has any right (whether pursuant to any option, right of first refusal or otherwise) to purchase or acquire (whether as security or otherwise) any of the Maseve Equipment and Inventory Items.
7.3 To the best of PTM (RSA)’s knowledge and belief, the Maseve Equipment and Inventory Items belonging to the Company are in good working order and condition, fair wear and tear excepted, have been properly maintained and are capable of carrying out the functions for which it is intended.
7.4 The Company does not has any liabilities (whether actual, or contingent) other than:
7.4.1 those liabilities which are brought to account or fully provided for in the Audited Accounts and the Management Accounts and in the case of contingent liabilities referred to by way of appropriate notes in the Audited Accounts and the Management Accounts; and
7.4.2 liabilities incurred in the normal and ordinary course of its business during the period following the period covered by the Audited Accounts and Management Accounts.
7.5 The Company is not liable whether contingently or otherwise for the liabilities of any third party whether as surety, co-principal debtor, guarantor, indemnitor or otherwise.
7.6 There are no amounts of any kind owing by the Company to PTM (RSA) or Africa Wide, save for the PTM (RSA) Sale Claim to be acquired by the Purchaser in terms of the Agreement.
7.7 The total borrowings of the Company do not exceed any limitation on its borrowing powers contained in the MOI or prescribed in terms of any board or shareholder resolution or in any contract with a third party. No member of the PTM Group has received formal or informal notification from any lenders of funds to any member of the PTM Group requiring repayment of all or part of such loans before the maturity date, nor has it received from such lenders any notice of default that is still current.
7.8 The Maseve Equipment and Inventory Items (excluding the Redpath conveyor belts) are not and will not be subject to any:
7.8.1 hire-purchase agreement;
7.8.2 credit agreement, installment, hire-purchase or suspensive sale arrangement, lease or any like arrangement, whatever its form may be;
7.8.3 any Encumbrance; or
7.8.4 other right in favour of any third person.
7.9 No person has or will have any right (including any option or right of first refusal or pre-emption) to purchas...
Assets and Liabilities of the Company. (a) There have been no material changes to the assets or operations of the Company since the calendar quarter-end occurring on June 30, 2022; provided that Purchaser acknowledges the fair value of such assets are subject to variation and may have increased or decreased since such date.
(b) The Member has provided the Purchaser with a true and accurate list of all assets of the Company as of the Effective Date. No other assets will be purchased or sold by the Company prior to the Closing date.
(c) There are no liabilities, contingent or otherwise, of the Company outstanding that (i) could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company or (ii) would reasonably be expected to materially impair the fair value of the Company below the purchase price set forth in Section 1.1 of this Agreement.
Assets and Liabilities of the Company. The Company has no assets or Liabilities of any kind, except for (a) the rights and obligations under the Exclusive Distribution Agreement and (b) Patent Rights, Know-How, materials and Regulatory Filings relating to the Compound and to be transferred to Purchaser in accordance with Article II. Seller Controls all Patent Rights, Contracts, Know-How, materials and Regulatory Filings relating to the Compound, and such Patent Rights, Contracts, Know-How, materials and Regulatory Filings are accurately identified and described on Exhibits B, C, D and E, respectively. Each item of Patent Rights (a) is valid, subsisting and in full force and effect, (b) has not been abandoned or passed into the public domain and (c) is free and clear of any liens, claims or other encumbrances. Except as set forth in the Section 4.7 Schedule of Exceptions, Seller has no knowledge of (i) any facts, circumstances or information that would render any Patent Rights invalid or unenforceable or of any claim or Proceeding alleging the foregoing or that the manufacture, sale, offer for sale or importation of the Compound in the Territory infringes or misappropriates or would infringe or misappropriate any right of any Third Party, (ii) any pending interference, opposition, cancellation or patent protest pursuant to 37 C.F.R. 1.291 with respect to any Patent Rights or (iii) any facts, circumstances or information that would adversely affect or impede the ability of the Company or Purchaser to use any Patent Rights following the Closing. Seller has not misrepresented, or failed to disclose, and has no knowledge of any misrepresentation or failure to disclose, any fact or circumstances in any application for any Patent Rights that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the validity or enforceability of any Patent Rights. All necessary registration, maintenance and renewal fees in connection with the Patent Rights have been paid. The Company is not a guarantor or indemnitor of any indebtedness of any other Person. An accurate and complete copy of the Exclusive Distribution Agreement is attached hereto as Exhibit H. The Company has not granted any distribution, subdistribution or any other rights to any Person under the Exclusive Distribution Agreement. The Exclusive Distribution Agreement and all other Contracts Controlled by Seller or its Affiliates relating to the Compound are currently valid and in full force and effec...
Assets and Liabilities of the Company. As of the Initial Closing Date, the Company shall own and have good and marketable title to the assets and properties listed on Schedule 5.6, including, without limitation, the Construction Permit, and shall have no debts, obligations or liabilities of any kind whatsoever, whether accrued, contingent or otherwise, except as specified on Schedule 6.8 or permitted pursuant to Section 3.4(d) and those arising under this Agreement, the Transaction Documents, Loan Documents referenced in the Loan Agreement between Company and Buyer dated as of the date hereof, the Tower Site Lease and the Communications Act. Except as listed on Schedule 6.8, the Company has no debts, obligations or liabilities of any kind whatsoever, whether accrued, contingent or otherwise, except for those arising under this Agreement, the Transaction Documents, the Loan Documents referred to in the Loan Agreement and the Communications Act. No portion of the indebtedness listed on Schedule 6.8 is secured by any lien, pledge, security interest or other encumbrance on any assets of the Company or any of the Interests.
Assets and Liabilities of the Company. Except for its interest in ONCO and its liability for income taxes, the Company has no assets and no Liabilities of a nature required to be disclosed on an unconsolidated balance sheet of the Company or in the footnotes to the Financial Statements or any liabilities that would be required to be disclosed by SEC rules and regulations if the Company were an unconsolidated public company registered with the SEC. Except as set forth on the Disclosure Schedule, the Company and its Subsidiaries do not have any contingent reimbursement obligations or amounts outstanding pursuant to any letters of credit or similar facilities issued for the account of the Company and its Subsidiaries.