Windmill. Windmill has no employees, Subsidiaries or investments in any other Person. Windmill owns no material assets other than the Windmill Intellectual Property and conducts no business that is unrelated to the Windmill Intellectual Property. For purposes of this Article 3 only, all assets of Windmill shall be deemed to constitute Assets, notwithstanding that the Stock, and not the assets of Windmill, will be transferred directly to Buyer at Closing. As of the Closing Date, Windmill will have no material liabilities, no indebtedness for borrowed money and no purchase money indebtedness and will not be a party to any agreements or contracts of any nature.
Appears in 2 contracts
Sources: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (International Multifoods Corp)