DBC Assets definition
Examples of DBC Assets in a sentence
Governmental Authorizations shall mean all approvals, concessions, consents, franchises, licenses, permits, plans, registrations and other authorizations of all Authorities, including without limitation the United States Forest Service and the Federal Aviation Administration, in connection with the ownership or operation of the DBC Assets or the conduct of the DBC Business.
The purchase price for the DBC Assets and the DBC Business (the "Purchase Price") shall be an amount equal to $3,137,000 subject to adjustment as provided in Section 2.2(d) plus an amount equal to the Prepaid Expenses and minus an amount equal to the sum of (i) the DBC Nonassumed Obligations, if any, which ATS agrees to assume, and (ii) Prepaid Revenues.
Since the date of the most recent statements constituting a part of the DBC Statements, except to the extent specifically described in Section 3.3 of the DBC Disclosure Schedule, there has been no material adverse change in the DBC Assets or the DBC Business.
DBC does not own or lease any real property or lease any personal property that is part of the DBC Assets or own any material items of tangible personal property and, therefore, no real property or any material items of tangible personal property or any interest therein is being transferred.
Listed on Section 3.16 of the DBC Disclosure Schedule are all Material Agreements relating to the ownership or operation of the DBC Assets or the conduct of the business of the DBC Business or to which DBC is a party or to which it is bound or which any of the DBC Assets is subject.
ATS acknowledges that no representations have been made by DBC that (a) the past financial performance of DBC as reflected in the DBC Statements (and on the Tax Returns furnished pursuant to the provisions of Section 3.11) are in any way reflective of future financial performance and (b) that certain amounts of income included in the DBC Statements (and on the Tax Returns furnished pursuant to the provisions of Section 3.11) are derived from sources other than the DBC Assets.
Subject to the terms and conditions set forth in this Agreement, DBC hereby agrees to sell, assign, transfer and deliver to ATS at the Closing, and ATS agrees to purchase at the Closing, the DBC Assets and the DBC Business, free and clear of any Liens of any nature whatsoever except for Permitted Liens.
There is no Event known to DBC which materially adversely affects, or (so far as DBC can now reasonably foresee) is likely to materially adversely affect, the DBC Assets or the DBC Business, except to the extent specifically described in Section 3.3 of the DBC Disclosure Schedule.
For purposes of this Agreement, the term "DBC Assets" shall mean all of the Assets of DBC set forth on Schedule 2.1 of the DBC Disclosure Schedule.
Section 3.15 of the DBC Disclosure Schedule contains a true, accurate and complete list of all employees and consultants of DBC involved in the ownership or operation of the DBC Assets or the conduct of the DBC Business (the "DBC Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for the DBC Employees' compensation.