Assets, Liabilities and Obligations. At closing, (i) MMAX shall have completed the 250K Raise; (ii) MMAX shall not have outstanding liabilities or indebtedness in excess of $2,500; (iii) Xxxxxx Xxxxxxxx shall have been appointed interim president of MMAX and MMAX shall have entered into an indemnification agreement with Xxxxxx Xxxxxxxx; and (iv) Xxxxx Xxxxxx shall have released the Company from all personal claims and liabilities, if any.
Assets, Liabilities and Obligations. Except as set forth on the WINW Disclosure Schedule, WINW will not own any assets, or have any liabilities or obligations of any nature (whether known or unknown, due or to become due, absolute, accrued, contingent or otherwise, and whether or not determinable) and there is no condition, situation or set of circumstances which could result in such liability or obligation, except as a result and consequence of the Merger contemplated hereby. Neither WINW nor Newco has ever owned any real property.
Assets, Liabilities and Obligations. All assets and all rights, franchises and interests of Horizon Bank and Alliance Bank, respectively, in and to every type of property, all debts due on whatever account and all choses in action shall be taken and be deemed transferred to and vest in the Continuing Bank by virtue of the Bank Merger without any order or other action on the part of any court or otherwise, and the Continuing Bank shall be responsible for all liabilities and obligations of Horizon Bank and Alliance Bank, respectively, by virtue of the Bank Merger, all with the effect provided in 12 U.S.C. Section 215a and Section 487.13703 of the Michigan Banking Code.
Assets, Liabilities and Obligations. All assets and all rights, franchises and interests of Horizon Acquisition Corp. and Alliance, respectively, in and to every type of property, all debts due on whatever account and all choses in action shall be taken and be deemed transferred to and vest in the Continuing Company by virtue of the AGREEMENT OF MERGER AND PLAN OF REORGANIZATION PAGE 3 Holding Company Merger without any order or other action on the part of any court or otherwise, and the Continuing Company shall be responsible for all liabilities and obligations of Horizon Acquisition Corp. and Alliance, respectively, by virtue of the Holding Company Merger, all with the effect provided in IC 23-1-40-6 of the IBCL and Section 450.1735 of the MBCA.
Assets, Liabilities and Obligations. All assets and all rights, franchises and interests of Horizon and the Continuing Company, respectively, in and to every type of property, all debts due on whatever account and all choses in action shall be taken and be deemed transferred to and vest in the Surviving Company by virtue of the Third Merger without any order or other action on the part of any court or otherwise, and the Surviving Company shall be responsible for all liabilities and obligations of Horizon and the Continuing Company, respectively, by virtue of the Third Merger, all with the effect provided in IC 23-1-40-6 of the IBCL and Section 450.1735 of the MBCA.
Assets, Liabilities and Obligations. Except as set forth on SCHEDULE 2.01(f) attached hereto, there are no assets, liabilities or obligations, direct or indirect, existing or contingent, present or deferred, secured or unsecured, of Seller except (i) intangible assets and goodwill, (ii) liabilities and obligations incurred in the ordinary course of business during the period from and after June 30, 1997, and (iii) assets, liabilities and obligations disclosed in this Agreement and in the documents delivered to Purchaser pursuant to the terms and conditions of this Agreement.
Assets, Liabilities and Obligations. All assets and all rights, franchises and interests of Liberty Bank and Interim Bank, respectively, in and to every type of property, all debts due on whatever account and all choses in action shall vest in the Surviving Bank by virtue of the Interim Merger without any order or other action on the part of any court or otherwise, and the Surviving Bank shall be responsible for all liabilities and obligations of MBC Interim Bank and Liberty Bank, respectively, by virtue of the Interim Merger, all with the effect provided in 12 U.S.C. Section 215a and Section 1115.11 of the Ohio Banking Code, as applicable.
Assets, Liabilities and Obligations. All assets and all rights, franchises and interests of The Middlefield Banking Company and Liberty Bank, respectively, in and to every type of property, all debts due on whatever account and all choses in action shall vest in the Surviving Institution by virtue of the Bank Merger without any order or other action on the part of any court or otherwise, and the Surviving Institution shall be responsible for all liabilities and obligations of The Middlefield Banking Company and Liberty Bank, respectfully, by virtue of the Bank Merger, all with the effect provided in 12 U.S.C. Section 215a and Section 1115.11 of the Ohio Banking Code, as applicable.
Assets, Liabilities and Obligations. On October 10, 2000, Target received a conditional discharge in bankruptcy, subject to the completion of the Merger or a similar transaction taking place no later than eighteen (18) months from October 10, 2000. At the Effective Date, immediately after consummation of the transactions contemplated by this Agreement, Target will not have any, assets, employees or liabilities of any nature whatsoever. Target is not, and at the Effective Date will not be, a party to, bound by or otherwise subject to any contract or agreement, or any other liability or obligation, of any nature whatsoever, except for liabilities and obligations expressly provided for in this Agreement or the Plan. Any and all pre-existing claims against, and obligations of, Target will be discharged in bankruptcy pursuant to the Plan, and will therefore be unenforceable pursuant to applicable law. Under the Plan, the Creditor's only rights against Buyer, Subsidiary and Target are to receive the Plan Shares as and when provided in the Plan.
Assets, Liabilities and Obligations. Except as set forth on Schedule 2.1(j), as of the Closing Date, neither Parent nor Merger Sub will have any assets, liabilities or obligations of any kind or nature at any time existing or asserted, whether fixed, contingent or otherwise.
