Assets of the Corporation Sample Clauses

Assets of the Corporation. The Corporation has good title to all of its assets (the "Assets"). Except as otherwise disclosed in the Corporation's Financial Statements or the related notes accompanying them or in the Exhibits to this Agreement or the Disclosure Memorandum, all of the Assets are owned free and clear of any adverse claims, security interests, or other encumbrances or restrictions, except liens for current taxes not yet due and payable, landlords' liens as provided for in the relevant leases or by applicable law, or liens or similar security interests granted as part of personal property financing agreements made in the ordinary course of business and which in the aggregate are not material. The Assets constitute all of the assets necessary for the operation of the Schools as currently conducted.
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Assets of the Corporation. Other than the Corporation's Assets and as disclosed in the Corporation's Financial Statements, the Corporation has no property, assets or undertakings of any nature or kind whatsoever.
Assets of the Corporation. While the Escrow Funds are being held following closing of the Offering to enable the Corporation to: (i) satisfy permitted redemptions made by holders of Class A Restricted Voting Shares in connection with the closing of a Qualifying Transaction or an extension to the Permitted Timeline; (ii) fund a Qualifying Transaction (including the payment of 50.0% of the Deferred Underwriting Commissions to the Underwriter upon completion of a Qualifying Transaction, and the payment of the Discretionary Deferred Portion to person(s) of the Corporation’s choosing that assist the Corporation in the consummation of the Qualifying Transaction) with the net proceeds following payment of any such redemptions and certain other amounts; (iii) pay actual and expected expenses related to the redemption of Class A Restricted Voting Shares; (iv) pay taxes on interest and/or other amounts earned on the Escrow Funds (and any taxes, including under Part VI.1 of the Tax Act, arising in connection with the redemption of the Class A Restricted Voting Shares, if applicable); and/or (v) make payments to holders of Class A Restricted Voting Shares upon the Corporation’s No Qualifying Transaction Winding-Up or Automatic Redemption, each on an automatic redemption date specified by the Corporation pursuant to Section 4(g) herein, such Escrow Funds and all amounts earned thereon are, subject to such obligations and applicable law, are assets of the Corporation.
Assets of the Corporation. While the Escrow Funds are being held following closing of the Offering to enable the Corporation to: (i) satisfy permitted redemptions made by holders of Class A Restricted Voting Units in connection with the closing of a Qualifying Transaction or an extension to the Permitted Timeline; (ii) fund a Qualifying Transaction with the net proceeds following payment of any such redemptions and the Deferred Underwriting Commission to the Underwriters upon completion of a Qualifying Transaction; (iii) pay taxes on interest and/or other amounts earned on the Escrow Funds (and any taxes, including under Part VI.1 of the Tax Act, arising in connection with the redemption of the Class A Restricted Voting Units, if applicable) and certain permitted expenses; and/or (iv) make payments to holders of Class A Restricted Voting Units upon the Corporation’s No Qualifying Transaction Winding-Up or Automatic Redemption, each on an automatic redemption date specified by the Corporation pursuant to Section 4(g) herein, such Escrow Funds and all amounts earned thereon, are subject to such obligations and applicable law, are assets of the Corporation.
Assets of the Corporation. Seller hereby represents and warrants that the Corporation owns the following, all of which shall hereinafter be collectively referred to as the "Assets":
Assets of the Corporation. The Corporation has good and marketable title to all of the properties and assets used in its business (including leasehold interests as to such assets that are leased), subject to no mortgage, pledge, lien, security interest, encumbrance or other charge, other than (i) the interests of equipment lessors with respect to leased equipment and (ii) liens for taxes not yet due. The assets owned or leased by the Corporation constitute all of the assets currently in existence which are being used in connection with the Corporation's business. The Corporation has, and will transfer to Data, good title to all of the Corporation's computer software and patents, as provided in Section 6(j), and no such computer software or patent conflicts with or infringes on, and no third party has asserted to the Corporation or any Seller that such computer software or patent conflicts with or infringes upon, any proprietary rights owned or used by any third party.
Assets of the Corporation. Schedule 4.1(14) hereto contains descriptions of i) all vending machine equipment, including serial numbers; and ii) all items of tangible personal property of every kind or description owned or leased by the Corporation having a current net book value in excess of $5,000.
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Assets of the Corporation. The Corporation has good and marketable ------------------------- title to all of the Assets (including leasehold interests as to such Assets that are leased), subject to no Encumbrance or other charge, other than (i) the interests of equipment lessors with respect to leased equipment, (ii) liens in favor of Lenders with respect to the Assumed Loans, (iii) liens for taxes not yet due, and (iv) liens created pursuant to the contracts listed on SCHEDULE 1.1(d). The assets owned or --------------- leased by the Corporation constitute all of the assets currently in existence which are being used in connection with the business of the Clinics.

Related to Assets of the Corporation

  • Assets of the Company Any indemnification under this Article VIII shall be satisfied solely out of the assets of the Company. No debt shall be incurred by the Company or the Member in order to provide a source of funds for any indemnity, and the Member shall not have any liability (or any liability to make any additional Capital Contribution) on account thereof.

  • Duties of the Corporation a. The Corporation shall furnish to the Distributor copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Class B Shares, and this shall include, upon request by the Distributor, one certified copy of all financial statements prepared for the Corporation by independent public accountants. The Corporation shall make available to the Distributor such number of copies of the Fund's prospectus and statement of additional information as the Distributor shall reasonably request.

  • Covenants of the Corporation (1) The Corporation covenants and agrees with the Underwriters that:

  • By the Corporation The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

  • Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Rights of the Company The Company shall not be required to (i) transfer on its books any Purchased Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Purchased Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom Purchased Shares have been transferred in contravention of this Agreement.

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Obligations of the Corporation Whenever required under this Agreement to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible:

  • Liabilities of the Company Except as stated in this Section 8, the Company shall have no liability for damages of any kind arising out of or related to events, acts, rights or privileges contemplated in this Agreement.

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