Assets of the Companies Sample Clauses

Assets of the Companies. (a) The assets, properties and rights of each Company constitute all of the assets and rights which are used in the operation of the businesses of such Company immediately prior to the Closing and which are necessary or required for the conduct of such businesses as currently conducted. The assets accounted for on the June 30, 2004 Balance Sheet are owned by the Companies as of the date hereof, except for assets transferred in the ordinary course of business of (i) the Niples Companies prior to the Grupo Nicna Reorganization or (ii) the Companies thereafter. Other than the assets listed on Schedule 5.13(a), which assets are not used in the Transferred Business, there are no assets, properties, rights or interests of any kind or nature that any Company has been using, holding or operating in its businesses prior to the Closing that will not be used, held or owned by such Company immediately following the Closing.
Sample 1
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Assets of the Companies. The parties agree that (i) notwithstanding anything to the contrary contained in this Section 2.01, any assets that are owned, leased or licensed directly by any Company or any Subsidiary shall constitute “Purchased Assets” regardless of whether such assets are specifically designated as Purchased Assets in Section 2.01(a) (but specifically excluding any Excluded Company Assets), and (ii) any Purchased Assets that are held directly or indirectly by the Companies and the Subsidiaries shall be transferred by the transfer of the applicable Shares and shall not otherwise be directly transferred to the Purchaser.
Sample 1
Assets of the Companies. The Parent Companies own the fixed assets (Gegenstände des Anlagevermögens) shown in the respective Annual Financial Statements and the fixed assets movement schedule (Anlagenspiegel) of the consolidated annual financial statement of the Schaeff Group of Companies as of December 31, 2000, which is attached to this Agreement as Annex 9.1, unless individual objects belonging to the collection of assets have been sold or replaced in the ordinary course of business or are listed in Annex 11.10-A. The assets are free from the rights of third parties, unless indicated otherwise by Annex 11.10-B, other Annexes to this Agreement or common reservations of title (Eigentumsvorbehalte). The objects belonging to the assets of the Parent Companies and all other assets used by the Company are in a good condition taking the age and extent of use thereof into account. Agreement on the Sale and Purchase of Shares as of November 26, 2001 Page -49- ________________________________________________________________________________
Sample 1
Assets of the Companies. DMX holds certain debt obligations of ----------------------- the Companies. DMX will use its best efforts to obtain from the Companies (in partial or complete satisfaction of the indebtedness of the Companies to DMX) the assets of the Companies, and if any tangible assets are obtained by DMX, DMX will promptly transfer such tangible assets to Xtra without receipt of additional consideration.
Sample 1
Assets of the Companies. Each of the Companies owns or ----------------------- leases all buildings, machinery, equipment, and other assets necessary for the conduct of its Business as presently conducted and as presently proposed to be conducted. Each such asset is free from defects (patent and latent), has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used and presently is proposed to be used, except where the existence of such defects, failure to maintain, condition and repair, or suitability would not be material to the Companies (taken as a whole). The assets of the Companies at the Closing, when taken together with the Lamba Assets and the Transition Services Agreement will be sufficient in all material respects to permit the Buyer to operate the Business as currently conducted and as proposed to be conducted.
Sample 1

Related to Assets of the Companies

  • Liabilities of the Company Except as stated in this Section 8, the Company shall have no liability for damages of any kind arising out of or related to events, acts, rights or privileges contemplated in this Agreement.

  • Agreements of the Company The Company agrees with the several Underwriters as follows:

  • Business of the Company The purpose of the Company is to carry on any lawful business, purpose or activity for which limited liability companies may be formed in accordance with Section 18-106 of the Act.

  • Capitalization of the Company and its Subsidiaries The -------------------------------------------------- authorized capital stock of the Company consists of (i) 150,000,000 Shares of which, as of February 19, 1999, 56,419,890 Shares were issued and outstanding and (ii) 20,000,000 shares of Preferred Stock, par value of $0.01 per share, of which, as of February 19, 1999, no shares were issued and outstanding. All outstanding shares of capital stock of the Company have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of February 19, 1999, Employee Options to purchase an aggregate of 6,569,342 Shares were outstanding and the weighted average exercise price of such Employee Options was $14.21 per Share. Except as set forth above or in Schedule 4.2, and except as a result of the exercise of Employee Options outstanding as of February 26, 1999, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company and (iv) no equity equivalents, "phantom" stock rights, stock appreciation rights, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company Securities"). Except as set ------------------- forth in Schedule 4.2 or as contemplated by this Agreement or the Stockholders Agreement, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth in Schedule 4.2, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth in Schedule 4.2, there are no existing options, ----- calls or commitments of any character relating to the issued or unissued capital stock or other securities of any subsidiary of the Company. Except as set forth in Schedule 4.2, and the Stockholders Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound with respect to the voting of any shares of capital stock of the Company or any of its subsidiaries or with respect to the registration of the offering, sale or delivery of any shares of capital stock of the Company or any of its subsidiaries under the Securities Act. There are not any bonds, debentures, notes or other indebtedness of the Company or its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote ("Voting Company Debt"). -------------------

  • Subsidiaries of the Company Each of the Company’s significant subsidiaries (as defined in Section 1-02(w) of Regulation S-X to the Securities Act (the “Significant Subsidiaries”)) is listed in Exhibit C attached hereto and incorporated herein by this reference. Each Significant Subsidiary has been duly organized and is validly existing and in good standing under the laws of the jurisdiction in which it is chartered or organized, with all requisite power and authority to own its properties and conduct the business it transacts and proposes to transact, and is duly qualified to transact business and is in good standing as a foreign entity in each jurisdiction where the nature of its activities requires such qualification, except where the failure of any such Significant Subsidiary to be so qualified would not, singly or in the aggregate, have a Material Adverse Effect. All of the issued and outstanding shares of capital stock of the Significant Subsidiaries (a) have been duly authorized and are validly issued, (b) are fully paid and nonassessable, and (c) are wholly owned, directly or indirectly, by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, restriction upon voting or transfer, preemptive rights, claim, equity or other defect.

  • Covenants of the Companies Each of the Companies covenants with the Underwriters as follows:

  • Rights of the Company The Company shall not be required to (i) transfer on its books any Purchased Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Purchased Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom Purchased Shares have been transferred in contravention of this Agreement.

  • Respective Liabilities of the Company and the Master Servicer The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.

  • Interim Operations of the Company The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

  • Financial Statements of the Company The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; and the other financial information included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, in all material respects, the information shown thereby; and the pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the Commission’s guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to therein.

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