Assets and Liabilities of the Company Sample Clauses

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 the Future Fund Member in writing prior to the Initial Closing Date.
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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. (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 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. 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. 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. (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.
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.