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. 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. 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. (a) On the date hereof, the Company has no assets or liabilities of any nature, has no employees, and has not conducted any business.
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. 7.1 The Company owns or validly leases or licences, and is in lawful possession of, all the Maseve Equipment and Inventory Items.
Assets and Liabilities of the Company. As of the date hereof, the ---------------------------------------- Company has as its only assets the contract rights under the Asset Purchase Agreement and this Agreement and at the Effective Time will have as its only assets those assets acquired by the Company pursuant to the Asset Purchase Agreement. As of the date hereof, the Company has no liabilities or obligations of any nature (known or unknown, absolute, accrued, contingent or otherwise) other than its obligations under this Agreement and the Asset Purchase Agreement and at the Effective Time will not have any such liabilities or obligations other than those specifically contemplated to be assumed by the Company pursuant to the Asset Purchase Agreement.
Assets and Liabilities of the Company. (a) Seller shall cause the Company as of the Closing to have no assets or Properties (including any Subsidiaries or other direct and indirect equity interests in any Person) other than (i) its corporate organizational documents, (ii) the Insurance Licenses, (iii) Investment Assets, and (iv) the Other Assets.
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.
Assets and Liabilities of the Company. The Company has the assets and liabilities as generally described in that certain Bill xx Sale, Assignment and Assumption Agreement dated February 20, 1998 and any additional liabilities incurred in the ordinary course of business since such date.