Assets and Liabilities of the Company. The Managing Member represents and warrants that the Company has no assets or liabilities other than those that have been disclosed to you in writing prior to the Initial Closing Date.
Assets and Liabilities of the Company. GCI represents and warrants that the Company (i) has been formed as a Delaware limited liability company solely for purposes of this Agreement and the transactions contemplated hereby and (ii) has conducted no business, and has no assets, liabilities, obligations or commitments other than its activities undertaken to comply with this Agreement and the Ancillary Agreements.
Assets and Liabilities of the Company. As of the Initial Closing Date, the Company shall own and have good and marketable title to the assets and properties listed on Schedule 5.6, including, without limitation, the Construction Permit, and shall have no debts, obligations or liabilities of any kind whatsoever, whether accrued, contingent or otherwise, except those arising under this Agreement, the Transaction Documents, the Tower Lease and the Communications Act.
Assets and Liabilities of the Company. As of the Closing Date, except as otherwise specifically requested by the Purchaser or its Representatives or directed by Xxxx, Xxxxxxx or Xxxxxxxx, the Company (a) will not have conducted any business activities or operations whatsoever other than to receive the Transferred Assets and assume the Assumed Liabilities pursuant to the terms of this Agreement and (b) will have no assets, liabilities or obligations whatsoever other than the Transferred Assets and the Assumed Liabilities.
Assets and Liabilities of the Company. (a) On the date hereof, the Company has no assets or liabilities of any nature, has no employees, and has not conducted any business.
(b) Immediately prior to and as of the Closing, the Company shall (i) have good and valid title to the Assets, free and clear of any and all Encumbrances, except (A) liens for Taxes not yet due or being contested in good faith by appropriate proceedings, and (B) such Encumbrances relating to the Leases of the LA Stores as (x) are set forth in the Leases themselves, (y) consist of deeds of trust or other Encumbrances on the fee interests or, where applicable, master leasehold interests from which the Leases were derived, or (z) are not substantial in amount, character or extent and do not detract from the value, or interfere with the use, of the LA Stores in any material respect ("Permitted Encumbrances"); (ii) have no assets other than the Assets; (iii) have no liabilities or obligations of any nature (absolute, accrued, contingent or otherwise), whether due or to become due (including, without limitation, any liability for taxes and interest, penalties or other charges payable with respect to any such liability or obligation), whether or not required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, other than the obligations under the Leases; (iv) have no employees; and (v) conduct no business other than the Business.
Assets and Liabilities of the Company. The Company has the assets and liabilities as generally described in that certain Bill xx Sale, Assignment and Assumption Agreement dated February 20, 1998 and any additional liabilities incurred in the ordinary course of business since such date.
Assets and Liabilities of the Company. As of the Initial Closing Date, the Company shall own and have good and marketable title to the assets and properties listed on Schedule 5.6, including, without limitation, the Construction Permit, the Tower Lease and the TBA that MBC shall assign to the Company with the consent of High Mountain and shall have no debts, obligations or liabilities of any kind whatsoever, whether accrued, contingent or otherwise, except those arising under this Agreement, the Transaction Documents, the Tower Lease, the TBA and the Communications Act.
Assets and Liabilities of the Company. Except for its interest in ONCO and its liability for income taxes, the Company has no assets and no Liabilities of a nature required to be disclosed on an unconsolidated balance sheet of the Company or in the footnotes to the Financial Statements or any liabilities that would be required to be disclosed by SEC rules and regulations if the Company were an unconsolidated public company registered with the SEC. Except as set forth on the Disclosure Schedule, the Company and its Subsidiaries do not have any contingent reimbursement obligations or amounts outstanding pursuant to any letters of credit or similar facilities issued for the account of the Company and its Subsidiaries.
Assets and Liabilities of the Company. (a) Seller shall cause the Company as of the Closing to have no assets or Properties (including any Subsidiaries or other direct and indirect equity interests in any Person) other than (i) its corporate organizational documents, (ii) the Insurance Licenses, (iii) Investment Assets, and (iv) the Other Assets.
(b) Seller shall cause the Company as of the Closing to have no Liabilities other than (i) Policy Liabilities set forth on Schedule 4.18(b) and (ii) Liabilities of the Company for Taxes, for which Seller shall indemnify Buyer pursuant to this Agreement to the extent provided in Article 7.
Assets and Liabilities of the Company. As of the date hereof, the ---------------------------------------- Company has as its only assets the contract rights under the Asset Purchase Agreement and this Agreement and at the Effective Time will have as its only assets those assets acquired by the Company pursuant to the Asset Purchase Agreement. As of the date hereof, the Company has no liabilities or obligations of any nature (known or unknown, absolute, accrued, contingent or otherwise) other than its obligations under this Agreement and the Asset Purchase Agreement and at the Effective Time will not have any such liabilities or obligations other than those specifically contemplated to be assumed by the Company pursuant to the Asset Purchase Agreement.
