Liabilities/Assets Sample Clauses

Liabilities/Assets. The Member does not own or have a Security Interest in any tangible or intangible property or assets, including, without limitation, Intellectual Property, necessary or desirable for the operation of the businesses of MyFamilyMD and its Subsidiaries. Each material detail, including but not limited to, the date, the amount and the purpose, of each advance or payment of cash or other consideration made by the Member (i) to MyFamilyMD and its Subsidiaries, whether on account of such Member's MyFamilyMD Interests, as a loan or otherwise, and (ii) to any third party on behalf or for the benefit of MyFamilyMD and its Subsidiaries, is described on Annex I attached hereto. Other than as disclosed on Annex I attached hereto, there have been no payments of cash or consideration made by the Member to or on behalf of MyFamilyMD and its Subsidiaries.

Liabilities/Assets. Except as set forth on Section 4(g) of the ProFitness Disclosure Schedule, there are no Security Interests that have been granted or have been asserted or attached to any tangible or intangible property or assets, including, without limitation, Intellectual Property, necessary or desirable for the operation of the business of ProFitness. Except as set forth on Section 4(g) of the ProFitness Disclosure Schedule or the Financial Statements: (i) there have been no payments of cash or consideration made by the Member on behalf of ProFitness; (ii) there are no related party transactions between the Member and ProFitness (excluding for this purpose, ordinary dividend or other distributions from ProFitness to the Member); and (iii) ProFitness is not a party to or bound by any contract with Member or any of Member’s Affiliates.

Liabilities/Assets. As of the Closing and immediately thereafter, the liabilities of the Company whether accrued, contingent or otherwise, shall be less than $1,000 (the “Liabilities”). Seller will pay any outstanding Liabilities of the Company as of the Closing Date with the Purchase Price. The Company has good and marketable title to all assets used in the business of the Company, and such assets are free and clear of any liens or encumbrances. The Company does not loan or lease any real property.

Liabilities/Assets. As of each Test Date during the term of the Loan, the ratio (expressed as a percentage) of (A) all liabilities of Guarantor determined in accordance with GAAP for the calendar quarter ending on such Test Date, to (B) the assets of Guarantor determined in accordance with GAAP for the calendar quarter ending on the same Test Date, shall not be greater than seventy-five percent (75%). Specify Test Date = a) Actual GAAP Liabilities of Guarantor as of such Test Date = $ b) Actual GAAP Assets of Guarantor as of such Test Date = $ c) Ratio of Assets to Net Worth of Guarantor as of such Test Date =

Liabilities/Assets. As of each Test Date during the term of the Loan, the ratio (expressed as a percentage) of (i) the sum of (A) all liabilities of Borrower, determined in accordance with GAAP, and (B) all Off-Balance Sheet Liabilities of Borrower, in each case as of any Test Date, to (ii) all assets of Borrower, determined in accordance with GAAP as of the same Test Date, shall not be greater than seventy-five percent (75%).

Liabilities/Assets. As of the Completion and immediately thereafter, the liabilities of the Company whether accrued, contingent or otherwise, shall be less than $500,000 (the “Liabilities”). Vendor will pay any outstanding Liabilities of the Company as of the Completion Date with the consideration from the Purchaser. The Company has good and marketable title to all assets used in the business of the Company, and such assets are free and clear of any liens or encumbrances.