Assets and Business. The Company, at the Closing will have no ------------------- assets or business.
Assets and Business. All assets owned by the Company are listed on Schedule 2.02(g) (the "Assets"). The Company has good and marketable title to the Assets, free and clear of all Encumbrances. The Company is not engaged in any business or activity other than owning the Assets.
Assets and Business. The business of Parent is substantially ------------ ------------------- as described in Parent's Financial Statements. To the knowledge and belief of Parent, Parent has good and marketable title to all properties, assets and leasehold estates, real, personal and mixed, tangible and intangible (including by way of example and not limitation all patents, copyrights and other intellectual property), owned by or used in its business, and which is material to the operation of that business including those reflected on Parent's Financial Statements (except as since sold or otherwise disposed of in the ordinary course of business), subject to no mortgage, pledge, lien, conditional sales agreement, encumbrance or charge, except for: (a) liens reflected on Parent's Financial Statements as securing specified liabilities (with respect to which no default exists); (b) liens for current taxes and assessments not in default; and (c) liens arising by operation of law of which, except to the extent disclosed on Parent's Financial Statements, Parent has no knowledge of any such liens existing.
Assets and Business. The business of Subsidiary is ------------ ------------------- substantially as described in Subsidiary's Financial Statements. To the knowledge and belief of Subsidiary and Subsidiary Shareholder, Subsidiary has good and marketable title to all properties, assets and leasehold estates, real, personal and mixed, tangible and intangible (including by way of example and not limitation all patents, copyrights and other intellectual property), owned by or used in its business, and which is material to the operation of that business including those reflected on Subsidiary's Financial Statements (except as since sold or otherwise disposed of in the ordinary course of business), subject to no mortgage, pledge, lien, conditional sales agreement, encumbrance or charge, except for: (1) liens reflected on Subsidiary's Financial Statements as securing specified liabilities (with respect to which no default exists); (2) liens for current taxes and assessments not in default; and (3) liens arising by operation of law of which, except to the extent disclosed on Subsidiary's Financial Statements, the Subsidiary and Subsidiary Shareholder have no knowledge of any such liens existing. By way of example and not limitation, Subsidiary is the exclusive owner of any and all copyrights, patents, trade secrets and know how and other proprietary rights relating to all software and computer products it produces and sells.
Assets and Business. The Company owns the tangible and intangible assets listed in Schedule C (plus tangible assets acquired after the date hereof and minus tangible assets disposed of in the ordinary course of business after the date hereof) free and clear of all Encumbrances except as set forth in Schedule C, as such Schedule may be amended to include Encumbrances attaching after the date hereof to tangible assets acquired after the date hereof.
Assets and Business. The Company has no title to any properties, interests in pro-perties, or assets, real and per-xxxxx other than as reflected in the Balance Sheet. The Company has conducted no business in any form since December 16, 2010.
Assets and Business. 4.6.1 The Financial Statements lists all of the relevant assets owned or possessed by the Company used for the conduct of Company’s Business.
Assets and Business. Carr'x xxxets consist, and at all times during the Term will consist, solely of its interests in the Facility and assets reasonably related thereto, and, during the Term, Carr xxxl engage only in activities and transactions contemplated by, or reasonably related to the performance of its obligations under, this Agreement. As of the Effective Date, Carr xxxll possess all rights and interests in the Facility and other assets necessary to perform its obligations under this Agreement.
Assets and Business. All assets, properties, rights, and contracts, wherever located, whether tangible or intangible, which are owned by, licensed by, and/or leased by Company, whether or not reflected on the books and records of Company including without limitation the Contracts, Accounts Receivable, Working Capital, Inventory, Customer Lists, Equipment, and Intellectual Property (the “Assets”), and which are used in the business of providing lighting, retrofit, and energy services to energy service companies (“ESCOs”) as operated by Company (the “Business”).
Assets and Business. Possession and control of the Company’s Business, all of the Company’s Assets (including, but not limited to, records of the Company) and all of Company’s Real Property and Tangible Property used in the Company Business, including, but not limited to, all applicable keys, access cards and other entry devices.
