Assets at Closing Sample Clauses
Assets at Closing. Sellers agree that the assets identified in Addendum A attached hereto and incorporated herein by this reference shall be in the possession of the Company on the Closing Date.
Assets at Closing. At Closing the Company's assets, tangible and intangible, real and personal (collectively, the "Assets"), shall be owned free and clear of all encumbrances, mortgages, pledges, liens, security interests, obligations and liabilities other than the Continuing Liabilities (as defined in paragraph 1.4), which Assets shall include, without limitation, the following:
(1) All right, title and interest in and to all of the land and real estate leased by the Company and used in connection with the Business as listed in Exhibit 1.2
(1) attached hereto and in and to all structures, improvements, fixed assets and fixtures including fixed machinery and fixed equipment situated thereon or forming a part thereof and all appurtenances, easements and rights-of-way related thereto (collectively, the "Real Estate") subject, however, to any rights of lessors in and to the Real Estate and subject to the rights of any mortgagees of such lessors;
(2) All tangible personal property, medical and other equipment, machinery, data processing hardware and software, furniture, furnishings, appliances, vehicles and other tangible personal property of every description and kind and all replacement parts therefor used in connection with the Business including, without limitation, the items listed on Exhibit 1.2
(2) attached hereto (collectively, the "Equipment and Furnishings");
(3) All inventory of goods and supplies used or maintained in connection with the Business including, without limitation, those reflected on the Financial Statements, except as disposed of in the ordinary course of business prior to Closing (collectively, the "Inventory");
(4) All accounts and notes receivables (the "Receivables");
(5) All cash, bank accounts (as listed by name and address of banking institution, account name and account and routing numbers on Exhibit 1.2(5) attached hereto), money market accounts, other accounts, certificates of deposit and other investments of the Company (the "Cash and Cash Equivalents");
(6) All patient, medical, personnel, corporate and other records related to the Business (including both hard and microfiche copies, if any), and all manuals, books and records used in operating the Business, including, without limitation, personnel policies and files and manuals, accounting records, and computer software;
(7) To the full extent transferable, all licenses, permits, registrations, certificates, consents, accreditations, approvals and franchises necessary to operate and conduct ...
Assets at Closing. Dencor's balance sheet assets at Closing shall consist of the assets identified on Schedule 9.13, provided that in no circumstance shall the fair market value of those assets (on an unencumbered basis) be less than $132,740.
Assets at Closing. The assets of Midwest at Closing will be comprised of the assets used by it to conduct the CATV Business as it is presently being conducted except as would not reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, Buyer and Merger Sub agree with Midwest and Holdings that Midwest shall be permitted to convey the Excluded Assets to another Person prior to Closing without breaching any representation, warranty, covenant or agreement in this Agreement.
Assets at Closing. The assets to be owned by the Company or the Subsidiaries, as the case may be, at the Closing, all of which shall be free and clear of any liabilities, liens, security interests, pledges, claims, mortgages, conditions, charges or encumbrances (except for encumbrances permitted by Section 5.5 hereof), shall include the following (collectively, the "Assets"):
(a) the Tangible Personal Property;
(b) the Real Property Interests;
(c) the Licenses;
(d) the Permitted Contracts;
(e) the Intangibles;
(f) all of the Company's and each Subsidiary's proprietary information, technical information and data, machinery and equipment warranties, maps, computer discs and tapes, plans, diagrams, blueprints, and schematics, including filings with the FCC relating to the business and operation of any Station;
(g) all choses in action of the Company and each Subsidiary relating to any Station;
(h) all books and records of each Station, including executed copies of the Contracts and all records required by the FCC to be kept by each Station;
(i) all Accounts Receivable; and
(j) the Company's and each Subsidiary's cash, cash equivalents, and marketable securities on hand as of the Closing, and all other cash in any of the Company's and each Subsidiary's bank accounts any and all insurance policies, bonds, letters of credit, or other similar items, any cash surrender value in regard thereto, and any and all claims receivable under any and all insurance policies.
Assets at Closing. Seller agrees that by virtue of Bxxxx’s purchase of the Company Interests, subject to the terms and conditions of this Agreement, the Seller agrees to assign, convey and transfer to the Buyer on the Closing Date and with effect therefrom as a going concern, all of the property and assets of the Company, fixed and floating, moveable and immoveable, of every kind and description and wheresoever situate, other than the Excluded Assets, as identified in Schedule 1.4 attached hereto and incorporated herein by this reference, which shall be in the possession of the Company at Closing and delivered to Seller (“Assets”). The Buyer acknowledges that: (a) the Company Interests and the Assets are purchased on an “as is, where is” basis; (b) that it has had a full and ample opportunity to, and has, inspected and analyzed the Assets and Company Interests, together with the Company’s tax status, finances, liabilities, operations, labor and employee relations, contracts, leases and all other aspects of the business conducted by the Company, and based upon Buyer’s due diligence inquiries the Company Interests and Assets meet the Buyer’s satisfaction in all respects; and (c) that Buyer is relying entirely on its own investigations and its inspections in proceeding with the transactions contemplated hereunder, and has not relied on any representations of Seller or their agents other than as expressly set forth in this Agreement. Save and except only as may be provided in this Agreement, the Buyer further acknowledges that there are no representations, warranties, terms, conditions, understandings or collateral agreements, expressed or implied, statutory or otherwise, with respect to the merchantability, condition, description, fitness for purpose or quality of the Assets, Company Interests, or as to any other matter or thing.
Assets at Closing. At Closing the Company shall own or lease, as specified, all assets, tangible and intangible, real and personal, that are necessary or reasonably desirable to operate the Business (collectively, the "Assets"), free and clear of all encumbrances, mortgages, pledges, liens, security interests, obligations and liabilities other
Assets at Closing. Parents assets at Closing shall consist of the Building, the Partnership Interests, and the $250,000 cash.
Assets at Closing. As of the Closing Date, the assets of CSC shall consist exclusively of:
(a) One Thousand Five Hundred Twenty (1,520) shares of the voting common stock of CeCorr and Eleven Thousand Eight Hundred Eight (11,880) shares of the non-voting common stock of CeCorr, constituting approximately Forty-Seven Percent (47%) of the issued and outstanding capital stock of CeCorr (collectively, the "CeCorr Stock"); and (b) a promissory note of Van Xxxxx payable to CSC at the Closing in the principal amount of Nine Million Six Hundred Thousand Dollars ($9,600,000) dated June 29, 1998 (the "Van Xxxxx Note").
Assets at Closing. At Closing DCMed shall own or lease, as specified, all assets used to operate the Business, either directly or through MediDyne, including, without limitation, the following:
(a) All of the assets purchased by Seller pursuant to the January 1, 1996 Asset Purchase Agreement dated January 1, 1996, by and among MediQuest, Inc., Stanxxx Xxxxxxxxxxx, Xxylx Xxxxxxxxx xxx Seller, that were assigned by Seller to MediDyne pursuant to an Assignment and Assumption Agreement dated January 1, 1996 (the "Purchase Date") (except for those assets previously conveyed by Seller to Buyer or those assets that have been used or sold in the ordinary course of business);
(b) All of the assets purchased by MediDyne pursuant to the April 30, 1996 Asset Purchase Agreement dated April 30, 1996, by and among Medical Biotics Corp., as Seller, Nichxxxx Xxxxxxxxx, Xx., xx Shareholder, and MediDyne as Buyer (except for those assets that have been used or sold in the ordinary course of business);
(c) All tangible personal property, medical and other equipment, machinery, data processing and computer hardware and software, furniture, furnishings, appliances, vehicles and other tangible personal property of every description and kind and all replacement parts therefor which are either owned by MediDyne or used or maintained or operated by MediDyne in connection with its Business (collectively the "Equipment and Furnishings");
(d) All inventory of goods and supplies used or maintained in connection with MediDyne's business (collectively the "Inventory");
(e) All accounts and notes receivable of MediDyne;
(f) All patient, medical, personnel and other records of DCMed or MediDyne;
(g) To the extent transferable, all licenses, permits, registrations, certificates, consents, accreditations, approvals and franchises necessary to construct, operate and conduct the business, together with assignments thereof, if required, and all waivers which DCMed or MediDyne currently has, if any, of any requirements pertaining to such licenses, permits, registrations, certificates, consents, accreditations, approvals and franchises;
(h) The name "MediDyne";
(i) All of DCMed's and MediDyne's rights and interests pursuant to any contracts to which they are a party, including, without limitation, noncompetition agreements, leases, and contracts for purchase, sale or lease of goods or services currently furnished or to be furnished at or to its business;
(j) All intellectual property and other intangibles of DCMed ...