Assets at Closing Sample Clauses

Assets at Closing. Sellers agree that the assets identified in Addendum A attached hereto and incorporated herein by this reference shall be in the possession of the Company on the Closing Date.
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Assets at Closing. The assets of Midwest at Closing will be comprised of the assets used by it to conduct the CATV Business as it is presently being conducted except as would not reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, Buyer and Merger Sub agree with Midwest and Holdings that Midwest shall be permitted to convey the Excluded Assets to another Person prior to Closing without breaching any representation, warranty, covenant or agreement in this Agreement.
Assets at Closing. Dencor's balance sheet assets at Closing shall consist of the assets identified on Schedule 9.13, provided that in no circumstance shall the fair market value of those assets (on an unencumbered basis) be less than $132,740.
Assets at Closing. At Closing the Company will own or lease, as ----------------- specified, all assets, tangible and intangible, real and personal, that are used to operate the Business (collectively, the "Assets"), free and clear of all encumbrances, mortgages, pledges, liens, security interests, obligations and liabilities other than the Continuing Liabilities (as defined in paragraph 1.4), which Assets will include, without limitation, the following:
Assets at Closing. Except as provided in Section 1.3, at Closing the Company shall own or lease, as specified, all assets, tangible and intangible, real and personal, associated with the operation of the Hospital (including those related to the Agency) (collectively, the "ASSETS"), free and clear of all Liens other than the Permitted Liens (as defined in Section 3.8), which Assets shall include, without limitation, the following:
Assets at Closing. The assets to be owned by the Company or the Subsidiaries, as the case may be, at the Closing, all of which shall be free and clear of any liabilities, liens, security interests, pledges, claims, mortgages, conditions, charges or encumbrances (except for encumbrances permitted by Section 5.5 hereof), shall include the following (collectively, the "Assets"):
Assets at Closing. As of the Closing Date, the assets of CSC shall consist exclusively of: (a) One Thousand Five Hundred Twenty (1,520) shares of the voting common stock of CeCorr and Eleven Thousand Eight Hundred Eight (11,880) shares of the non-voting common stock of CeCorr, constituting approximately Forty-Seven Percent (47%) of the issued and outstanding capital stock of CeCorr (collectively, the "CeCorr Stock"); and (b) a promissory note of Van Xxxxx payable to CSC at the Closing in the principal amount of Nine Million Six Hundred Thousand Dollars ($9,600,000) dated June 29, 1998 (the "Van Xxxxx Note"). 3.7
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Assets at Closing. Seller agrees that by virtue of Bxxxx’s purchase of the Company Interests, subject to the terms and conditions of this Agreement, the Seller agrees to assign, convey and transfer to the Buyer on the Closing Date and with effect therefrom as a going concern, all of the property and assets of the Company, fixed and floating, moveable and immoveable, of every kind and description and wheresoever situate, other than the Excluded Assets, as identified in Schedule 1.4 attached hereto and incorporated herein by this reference, which shall be in the possession of the Company at Closing and delivered to Seller (“Assets”). The Buyer acknowledges that: (a) the Company Interests and the Assets are purchased on an “as is, where is” basis; (b) that it has had a full and ample opportunity to, and has, inspected and analyzed the Assets and Company Interests, together with the Company’s tax status, finances, liabilities, operations, labor and employee relations, contracts, leases and all other aspects of the business conducted by the Company, and based upon Buyer’s due diligence inquiries the Company Interests and Assets meet the Buyer’s satisfaction in all respects; and (c) that Buyer is relying entirely on its own investigations and its inspections in proceeding with the transactions contemplated hereunder, and has not relied on any representations of Seller or their agents other than as expressly set forth in this Agreement. Save and except only as may be provided in this Agreement, the Buyer further acknowledges that there are no representations, warranties, terms, conditions, understandings or collateral agreements, expressed or implied, statutory or otherwise, with respect to the merchantability, condition, description, fitness for purpose or quality of the Assets, Company Interests, or as to any other matter or thing.
Assets at Closing. The Company shall, on the Closing Date, own or lease all the assets, properties, goodwill and business of every kind and description and wherever located, whether tangible or intangible, real, personal or mixed, directly or indirectly owned by the Company, or to which it is directly or indirectly entitled and, in any case, belonging to or used or intended to be used in the Business, (the “Assets”), including, without limitation, the Business as a going concern; all furniture, fixtures, equipment, machinery and other tangible personal property used or held for use by the Company at the locations at which the Business is conducted, or otherwise owned or held by the Seller or the Company at the Closing Date for use in the conduct of the Business; all cash, all Inventories; all Receivables; all books of account, general, financial, tax and personnel records, invoices, shipping records, supplier lists, correspondence and other documents, records and files and all computer software and programs and any rights thereto owned, associated with or employed by the Company or used in, or relating to, the Business at the Closing Date; the goodwill of the Company relating to the Business; all the Company’s right, title and interest in, to and under the Owned Intellectual Property and the Licensed Intellectual Property; all rights of the Company under all contracts, licenses, sublicenses, agreements, leases, commitments, and sales and purchase orders, and under all commitments, bids and offers (to the extent such offers are transferable); and all municipal, state and federal franchises, permits, licenses, agreements, waivers and authorizations held or used by the Company in connection with, or required for, the Business, to the extent transferable.
Assets at Closing. Parents assets at Closing shall consist of the Building, the Partnership Interests, and the $250,000 cash.
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