Business, Assets and Liabilities Sample Clauses

Business, Assets and Liabilities. 7.1 Since incorporation the Target has carried on no trade. The sole activity of the Target is the holding of investments for use by the Target’s Group Companies.
Sample 1
AutoNDA by SimpleDocs
Business, Assets and Liabilities. (a) If, after the Closing Date, the Seller or its Affiliates receive any funds that are the property of the Purchaser or its Affiliates, the Seller shall, or shall cause one of its Affiliates to, remit any such funds promptly to the Purchaser or such Affiliate. If, after the Closing Date, the Purchaser or its Affiliates receive any funds that are the property of the Seller or its Affiliates, the Purchaser shall, or shall cause one of its Affiliates to, remit any such funds promptly to the Seller or such Affiliate.
Sample 1
Business, Assets and Liabilities. The Company is a newly organized corporation, has not conducted and prior to the Closing Date will not conduct any business and does not have any assets or property or any obligations or liabilities, past, present or deferred, accrued or unaccrued, fixed, absolute, contingent or other, except pursuant to the WGRR Documents and the Financing Documents to which it is a party or by which it is bound and for nonmaterial obligations and liabilities arising in connection with its organization and the WGRR Documents. Other than as set forth on Schedule 3.2 to the Company Disclosure Schedule, no financing statements under the Uniform Commercial Code and no other filing which names the Company as debtor or which covers or purports to cover any of the asset or property of the Company is on file in any state or other jurisdiction, and the Company has not signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. The Company is solvent within the meaning of applicable bankruptcy and fraudulent conveyance Laws. There is no Event known to the Company which Materially Adversely Affects, or (so far as the Company can now reasonably foresee) in the future is likely to Materially Adversely Affect, the Company, except for matters applicable to the economy or the radio broadcast industry generally. Without limiting the generality of the foregoing, except as set forth on Schedule 3.2, (a) the Company is not a party to or bound by, nor are any of its assets or property subject to, any Governmental Authorization, Private Authorization, Lease or other Contractual Obligation, other than the WGRR Documents; (b) there is not pending or, to the Company's knowledge, threatened any Legal Action or other Claim against the Company or which otherwise involves the Company; (c) the Company is not a party to any transaction with any of its officers, directors or employees, the Company Stockholder, or any Affiliate of any thereof (other than the WGRR Assignment); (d) the Company does not have any Plans, Benefit Arrangements or Employment Arrangements; and (e) except as set forth on the Company Disclosure Schedule, there are not, and on or prior to the Closing there will not be, (i) any banks, trust companies, savings and loan associations and brokerage firms in which the Company has an account or a safe deposit box or (ii) Persons authorized to draw thereon, to have access thereto, o...
Sample 1
Business, Assets and Liabilities. The Acquired Company has not since its formation conducted any business other than in connection with its ownership of the FREP Units and actions necessary to maintain its existence and comply with applicable Laws (including filing Tax returns and paying Taxes, if any, owed by it). The Acquired Company owns no material assets and has no liabilities (that, when aggregated with all liabilities of the Acquired Company, would be material), whether direct or indirect, accrued, contingent or otherwise, other than: (i) rights, obligations and liabilities arising under the governing documents of the External Manager or the Delaware Limited Liability Company Act (or other applicable Laws) as a result of its ownership of the FREP Units; (ii) obligations to file Tax Returns and pay Taxes; (iii) cash and cash equivalents; (iv) the obligation to make periodic filings and pay annual report and other filing fees to maintain its legal existence; and (v) rights under insurance policies as an insured, additional insured, additional named insured or in a similar capacity. Other than the governing documents of the External Manager, the Acquired Company is not a party to any contract that will impose any obligation or liability on the Acquired Company after the Closing.
Sample 1

Related to Business, Assets and Liabilities

  • 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.

  • 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 Seller 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, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, 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.

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such 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:

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

  • Taxes and Liabilities Pay, and cause each of its Subsidiaries to pay, when due all material taxes, assessments and other material liabilities except as contested in good faith and by appropriate proceedings with respect to which reserves have been established, and are being maintained, in accordance with GAAP except where failure to pay would not have a Material Adverse Effect.

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

Time is Money Join Law Insider Premium to draft better contracts faster.