Assets; Liabilities. At the Effective Time, the assets, liabilities, reserves and accounts of each of the Constituent Corporations shall be taken upon the books of the Surviving Corporation at the amounts at which they respectively shall be carried on the books of said corporations immediately prior to the Effective Time, except as otherwise set forth in this Agreement and subject to such adjustments, or elimination of intercompany items, as may be appropriate in giving effect to the Merger in accordance with generally accepted accounting principles.
Assets; Liabilities. Purchaser has good and valid title to, or a valid leasehold interest in, all of the Assets, free and clear of any liens, charges, pledges, security interests or other encumbrances, and the Purchaser is free to transfer good and marketable title to the Assets in connection with the Closing. The Assets constitute all of the assets, rights, properties and equity interests of other entities that are required, necessary and sufficient to carry on, or otherwise associated with, the business of the Purchaser as it is currently being conducted by the Purchaser and as it was conducted by Purchaser prior to the Closing. The Liabilities, including the Liabilities of LevelX Advisors and any Other Subsidiary, do not include any indebtedness for borrowed money, liabilities or obligations unrelated to the Assets and the operation of the business related thereto, or any liabilities or obligations owed to parties that are an officer, director, manager, employee, member, shareholder or otherwise affiliated with or related to Purchaser, and any such indebtedness, liabilities or obligations have been satisfied or assumed by Purchaser (or will otherwise remain indebtedness, liabilities or obligations of Purchaser and not be assumed by the Subsidiary) prior to the Closing Date.
Assets; Liabilities. Seller has good and marketable title to all of the Assets, and the Assets, at the time of Closing, will not be subject to any Liens of any nature whatsoever. There are no liabilities related to the Assets, liquidated, actual or contingent, other than liabilities that will be satisfied by Seller.
Assets; Liabilities. The Company has no assets of any kind, other than cash and cash equivalent, if any. The Company has no Liabilities, except for the Class 6 Claims, and the HFG Allowed Administrative Expense claim. All other Liabilities of the Company have been transferred to a liquidating grantor trust established pursuant to the Joint Plan. As provided in the Joint Plan and Section 2.03 herein, the Class 6 Claim holders and HFG shall receive Plan Shares in exchange for and in full settlement and satisfaction of their respective claims.
Assets; Liabilities. All assets of each of Palomar and CWB ---------- -------------------- Merger Corp, as they exist immediately prior to the Effective Time of the Merger, shall pass to and vest in the Surviving Association without any conveyance or other transfer. The Surviving Association shall be responsible for all of the liabilities of every kind and description of each of CWB Merger Corp and Palomar existing as of the Effective Time of the Merger.
Assets; Liabilities. Neither Company Stockholder has any other assets other than its respective Company Shares and neither Company Stockholder has any liabilities other than those liabilities incidental to owning such Company Shares. Neither Company Stockholder has engaged in any business activity other than that of owning such Company Shares.
Assets; Liabilities. GoHealth.md represents that neither it nor its subsidiaries own or have rights or obligations to any assets and liabilities not disclosed and accounted for in its audited financial statements, which shall have been provided to Nugget and Newco prior to Closing.
Assets; Liabilities. Nugget represents that it owns no assets and has incurred no liabilities except as disclosed in its audited financial statements and in this Agreement.
Assets; Liabilities. Newco represents that it owns no assets and that it has not incurred any liabilities since inception except as disclosed to GoHealth.md.
Assets; Liabilities. The Company does not, and has not ever, owned any assets, conducted any businesses or operations or had any employees. The Company does not have, and has never had, any liabilities of any kind, except for obligations under its Organizational Documents (but for the avoidance of doubt, not any liability related to any breach thereof).
