ASSETS AND PROPERTY; NO LIABILITIES Sample Clauses

ASSETS AND PROPERTY; NO LIABILITIES. (a) The Company has good and marketable title to all of its assets and properties, free of any lien, encumbrance, restriction, claim, charge or defect of title, except for statutory deposits made in the ordinary course of business. As of the Closing Date, the Company will have no assets, except (i) the reinsurance referred to in the Reinsurance Agreement, (ii) its corporate Charter, books and records (including those referred to in Section 2.17) and the Licenses referred to in Section 2.3, (iii) Securities on Deposit, (iv) cash or cash equivalents, as specified below, and (v) its other assets constituting its capital and surplus. Such assets shall be the minimum necessary to meet the requirements of the Illinois Department to maintain the Company’s Charter in Illinois and its Licenses in all of the states referenced in Schedule 2.3, and except for Securities on Deposit shall consist only of cash or investments in debt obligations of the United States government or any agency or instrumentality thereof that have maturities of six (6) months or less.
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ASSETS AND PROPERTY; NO LIABILITIES. (a) The Company has good and marketable title to all of its assets and properties, free of any Lien, encumbrance, restriction, claim, charge or defect of title, except for statutory deposits required by the insurance departments of the states in which the Company is licensed, eligible, authorized or qualified to issue insurance policies on an excess or surplus lines basis, all of which are set forth in Schedule 3.14(a) ("Statutory Deposits"). As of the Closing Date, the Company will have no assets, except (i) the Statutory Deposits, (ii) the Reinsurance Recoverables (as such term is defined in the RIC (Landmark) Quota Share Reinsurance Agreement), (iii) the recoverables (if any) under the Assumption of Liabilities Agreement, (iv) assets and liabilities associated with the issuance of Accommodation Contracts (as such term is defined in the RIC (Landmark) Quota Share Reinsurance Agreement) and contracts issued pursuant to the Landmark Administrative Services Agreement, and (v) assets to be listed by Seller pursuant to Section 2.2.(b) (comprising the remainder of the Capital and Surplus Amount).
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ASSETS AND PROPERTY; NO LIABILITIES. (a) The Company has good and marketable title to all of its assets and properties, free of any lien, encumbrance, restriction, claim, charge or defect of title, except for statutory deposits made in the ordinary course of business. As of the Closing Date, the Company will have no assets, except (i) the reinsurance referred to in the Reinsurance Agreement, (ii) its corporate Charter, books and records (including those referred to in Section 2.17) and the Licenses referred to in Section 2.3, (iii) the securities on deposit in certain jurisdictions with respect to the Licenses, (iv) cash or cash equivalents and (v) its other assets constituting its capital and surplus. Such assets shall be the minimum necessary to meet the requirements of the Colorado Division of Insurance to maintain the Company's Charter in Colorado and its Licenses in all of the states referenced in Schedule 2.3, and shall consist only of cash or cash equivalents and securities acceptable under applicable insurance law.
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ASSETS AND PROPERTY; NO LIABILITIES. (a) As of the Closing Date, RSA SLISI shall have no assets, except (i) its corporate charter, (ii) the Permit, which will be valid and enforceable, (iii) the minimum amount of assets, if any, required by the California Department of Insurance to maintain the Permit or such additional amount as permitted in this Agreement, with such assets to consist only of cash and U.S. Treasury notes, and (iv) the Producer Agreements. Seller shall cause all other assets and properties of RSA SLISI to be assigned to RIC on or prior to the Closing Date pursuant to an Assignment and Assumption Agreement attached hereto as EXHIBIT A (the "Assignment and Assumption Agreement").
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Related to ASSETS AND PROPERTY; NO LIABILITIES

  • Assets and Properties The Borrower and each of its Subsidiaries has good and marketable title to all of its assets and properties (tangible and intangible, real or personal) owned by it or a valid leasehold interest in all of its leased assets (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets), and all such assets and property are free and clear of all Liens, except Liens permitted under Section 7.3(C). Substantially all of the assets and properties owned by, leased to or used by the Borrower and/or each such Subsidiary of the Borrower are in adequate operating condition and repair, ordinary wear and tear excepted. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrower or such Subsidiary in and to any of such assets in a manner that could reasonably be expected to have a Material Adverse Effect.

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Xxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Title to Assets and Properties Except as set forth in Section 4.6 of the Disclosure Schedule, the Companies and their Subsidiaries have good and marketable title to, or valid leasehold interests in, their assets and properties sufficient to operate such properties and to conduct their businesses as currently conducted, except for (a) the Permitted Encumbrances (as defined below) and (b) other defects in such titles, or any easements, restrictive covenants or similar encumbrances that have not had and would not reasonably be expected to be materially adverse to the Companies and their Subsidiaries and their respective assets. For purposes of this Agreement, “Permitted Encumbrances” mean: (i) encumbrances for assessments, taxes, water, sewer and other similar charges not yet delinquent or that either Company or any of their Subsidiaries is contesting in good faith through appropriate proceedings; provided that adequate reserves have been established with respect thereto; (ii) easements or reservations thereof, rights of way, highway and railroad crossings, sewers, electric and other utility lines, telegraph and telephone lines, zoning, building code and other covenants, conditions and restrictions as to the use of the Real Property that do not affect or interfere in an material way with the use of such Real Property by the Companies and their Subsidiaries; (iii) encumbrances listed on Section 4.6 of the Disclosure Schedule; (iv) liens securing the claims of materialmen, landlords and others provided payment is not yet delinquent; (v) any leases, subleases or licenses listed on Section 4.6 of the Disclosure Schedule; (vi) all encumbrances relating to liens securing borrowed money to be released at or prior to the Closing, all of which are listed on Section 4.6 of the Disclosure Schedule; (vii) any and all matters and encumbrances (including, without limitation, fee mortgages or ground leases) affecting the leased real property of the Companies or their Subsidiaries, not created or granted by the Companies or their Subsidiaries, but only to the extent that such matters and encumbrances (1) do not materially interfere with the right of the Companies or their Subsidiaries to use any of the leased real property, or (2) are not Known to Seller (it being understood that reasonable investigation for purposes of this clause (vii) will not require GEC or Seller to conduct title searches with respect to such real property); and (viii) any subordination or attornment agreement between either of the Companies or any of their Subsidiaries and the lender for any of the landlords of either of the Companies or any of their Subsidiaries, all of which are listed on Section 4.6 of the Disclosure Schedule.

  • Leased Assets The term "Leased Assets" shall have the meaning ascribed thereto in Section 3.6.

  • Business and Properties No business of any Loan Party or any of its Subsidiaries is affected by any fire, explosion, accident, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

  • Assets and Liabilities At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Existence; Business and Properties (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except, in the case of a Subsidiary of the Borrower, where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05, and except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution; provided, that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries (except in each case as permitted under Section 6.05).

  • Business and Property No Restricted Party shall:

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

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