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 the Future Fund Member 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. (a) On the date hereof, the Company has no assets or liabilities of any nature, has no employees, and has not conducted any business.
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. 7.1 The Company owns or validly leases or licences, and is in lawful possession of, all the Maseve Equipment and Inventory Items.
Assets and Liabilities of the Company. (a) There have been no material changes to the assets or operations of the Company since the calendar quarter-end occurring on June 30, 2022; provided that Purchaser acknowledges the fair value of such assets are subject to variation and may have increased or decreased 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. 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 as specified on Schedule 6.8 or permitted pursuant to Section 3.4(d) and those arising under this Agreement, the Transaction Documents, Loan Documents referenced in the Loan Agreement between Company and Buyer dated as of the date hereof, the Tower Site Lease and the Communications Act. Except as listed on Schedule 6.8, the Company has no debts, obligations or liabilities of any kind whatsoever, whether accrued, contingent or otherwise, except for those arising under this Agreement, the Transaction Documents, the Loan Documents referred to in the Loan Agreement and the Communications Act. No portion of the indebtedness listed on Schedule 6.8 is secured by any lien, pledge, security interest or other encumbrance on any assets of the Company or any of the Interests.
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.
