Target Companies definition
Examples of Target Companies in a sentence
Pubco acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its and their respective Representatives) that it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Target Companies and Purchaser and has been afforded satisfactory access to the books and records, facilities and personnel of the Target Companies and Purchaser for purposes of conducting such investigation.
Except as set forth on Section 6.13(a)(ii) of the Company Disclosure Schedules, the Target Companies exclusively own all Company Registered IP and all other material Company Owned IP, free and clear of all Liens (other than Permitted Liens).
Except as set forth in Section 6.17 of the Company Disclosure Schedules, all items of Personal Property with a book value or fair market value of greater than $50,000 are in good operating condition and repair in all material respects (reasonable wear and tear excepted consistent with the age of such items), and are suitable in all material respects for their intended use in the business of the Target Companies.
None of the Target Companies has experienced within the past two years any material disruption to, or material interruption in, the conduct of business attributable to a defect, bug, breakdown or other failure or deficiency of the IT Systems.
Taken as a whole, the Target Companies have implemented and maintained measures to provide for the back-up and recovery of all data and information necessary to the conduct of the business of the Target Companies.