Common use of Assets; Liabilities Clause in Contracts

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. 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.