Common use of Value of Assets Clause in Contracts

Value of Assets. Each of the Company and Shareholder has received --------------- reasonably equivalent value in exchange for the obligations to be undertaken pursuant to the Contemplated Transactions. Giving effect to the Contemplated Transactions, the fair market value of the Company's assets exceeds the Company's total liabilities, whether accrued, absolute, contingent or otherwise. Giving effect to the Contemplated Transactions, the fair market value of Shareholder's assets exceeds Shareholder's total liabilities, whether accrued, absolute, contingent or otherwise. The Company's assets do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the Company's business as conducted or as proposed to be conducted. Shareholder's assets do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out Shareholder's business as conducted or as proposed to be conducted.

Appears in 1 contract

Samples: Purchase Agreement (Intercept Group Inc)

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Value of Assets. Each of the Company and Shareholder has The Sellers have received --------------- reasonably equivalent value in exchange for the obligations to be undertaken pursuant to the Contemplated Transactions. Giving effect to the Contemplated Transactions, the fair market value of the Company's Seller’s assets exceeds the Company's Seller’s total liabilities, whether accrued, absolute, contingent or otherwise. Giving effect to the Contemplated Transactions, the fair market value of Shareholder's the assets of the Seller exceeds Shareholder's total liabilities, whether accrued, absolute, contingent or otherwise. The Company's Seller’s assets do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the Company's Seller’s business as conducted or as proposed to be conducted. Shareholder's The assets of the Shareholder or equity owners of the Seller do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out Shareholder's the business of the Shareholder of the Seller as conducted or as proposed to be conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Speedemissions Inc)

Value of Assets. Each of the Company and Shareholder has The Seller Parties have received --------------- reasonably equivalent value in exchange for the obligations to be undertaken pursuant to the Contemplated Transactions. Giving effect to the Contemplated Transactions, the fair market value of the CompanySeller's assets exceeds the Company's Sellers' total liabilities, whether accrued, absolute, contingent or otherwise. Giving effect to the Contemplated Transactions, the fair market value of Shareholder's the assets of the Seller exceeds Shareholder's total liabilities, whether accrued, absolute, contingent or otherwise. The CompanySeller's assets do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the CompanySeller's business as conducted or as proposed to be conducted. Shareholder's The assets of the shareholders or equity owners of the Seller do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out Shareholder's the business of the shareholders of the Seller as conducted or as proposed to be conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Speedemissions Inc)

Value of Assets. Each of the Company and Shareholder has The Seller Parties have received --------------- reasonably equivalent value in exchange for the obligations to be undertaken pursuant to the Contemplated Transactions. Giving effect to the Contemplated Transactions, the fair market value of the Company's Seller’s assets exceeds the Company's Sellers’ total liabilities, whether accrued, absolute, contingent or otherwise. Giving effect to the Contemplated Transactions, the fair market value of Shareholder's the assets of the Seller exceeds Shareholder's total liabilities, whether accrued, absolute, contingent or otherwise. The Company's Seller’s assets do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the Company's Seller’s business as conducted or as proposed to be conducted. Shareholder's The assets of the shareholders or equity owners of the Seller do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out Shareholder's the business of the shareholders of the Seller as conducted or as proposed to be conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Speedemissions Inc)

Value of Assets. Each of the Company and The Shareholder has received --------------- reasonably equivalent value in exchange for the obligations to be undertaken pursuant to the Contemplated Transactions. Giving effect to the Contemplated Transactions, the fair market value of the Company's assets exceeds the Company's 's' total liabilities, whether accrued, absolute, contingent or otherwise. Giving effect to the Contemplated Transactions, the fair market value of Shareholder's the assets of the Company exceeds Shareholder's total liabilities, whether accrued, absolute, contingent or otherwise. The Company's assets do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the Company's business as conducted or as proposed to be conducted. Shareholder's The assets of the shareholders or equity owners of the Company do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out Shareholder's the business of the shareholder of the Company as conducted or as proposed to be conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Speedemissions Inc)

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Value of Assets. Each of the Company and Shareholder has The Seller Parties have received --------------- reasonably equivalent value in exchange for the obligations to be undertaken pursuant to the Contemplated Transactions. Giving effect to the Contemplated Transactions, the fair market value of the Company's Seller’s assets exceeds the Company's Sellers’ total liabilities, whether accrued, absolute, contingent or otherwise. Giving effect to the Contemplated Transactions, the fair market value of Shareholder's the assets of the Seller exceeds Shareholder's total liabilities, whether accrued, absolute, contingent or otherwise. The Company's Seller’s assets do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the Company's Seller’s business as conducted or as proposed to be conducted. Shareholder's The assets of the members or equity owners of the Seller do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out Shareholder's the business of the members of the Seller as conducted or as proposed to be conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Speedemissions Inc)

Value of Assets. Each of the Company and Shareholder has The Seller Parties have received --------------- reasonably equivalent value in exchange for the obligations to be undertaken pursuant to the Contemplated Transactions. Giving effect to the Contemplated Transactions, the fair market value of the Company's Seller’s assets exceeds the Company's Seller’s total liabilities, whether accrued, absolute, contingent or otherwise. Giving effect to the Contemplated Transactions, the fair market value of Shareholder's the assets of the Seller exceeds Shareholder's total liabilities, whether accrued, absolute, contingent or otherwise. The Company's Seller’s assets do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the Company's Seller’s business as conducted or as proposed to be conducted. Shareholder's The assets of the Shareholder or equity owners of the Seller do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out Shareholder's the business of the Shareholder of the Seller as conducted or as proposed to be conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Speedemissions Inc)

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