Closing Date Assets. Notwithstanding anything to the contrary herein, with respect to each Closing Date Asset, the Issuer shall not make any distribution that would cause the aggregate transfer price paid by the Issuer for such asset to exceed the lesser of (i) the Cost Basis of such asset and (ii) the Fair Market Value of such asset.
Closing Date Assets. (a) As of the Closing Date, the Company will have good, valid and marketable title to all of its assets, including those assets shown on the Final Closing Balance Sheet, in each case free and clear of any Encumbrances, except (i) for Encumbrances reflected in the Final Closing Statements, (ii) Permitted Encumbrances and (iii) Encumbrances set forth on Schedule 3.17.2(a).
(b) The Company’s inventory has been paid for or payment for it has been accrued by the Company, consists of a quality and quantities that are usable and saleable upon customary terms and conditions in the ordinary course of business and meet all customer and warranty standards and requirements in all material respects. Schedule 3.17.2(b) lists and describes all material inventory purchased by the Company without the manufacturer’s standard warranty.
(c) Schedule 3.17.2(c) lists all tangible personal property (other than inventory) which is owned by the Company and the location thereof. All of such personal property is in good operating condition, subject to ordinary wear and tear.
(d) The Company’s assets includes all right, title and interest in and to all material assets that are used in or that are being held for use or are otherwise necessary in the operation, as currently conducted by the Company, of its business.
(e) Schedule 3.17.2(e) contains a complete and correct list of all Governmental Entity-owned property or Governmental Entity-furnished equipment, including tooling and test equipment, provided under, necessary to perform the obligation under, or for which the Company could be held accountable under, the Government Contracts, and such Governmental Entity-owned property and Government Entity-furnished equipment are maintained by the Company in accordance with a property management system approved by the appropriate Governmental Entity.
Closing Date Assets. (a) Except as set forth on Schedule 3.17.2(a), a of the Closing Date, the Company will have good, valid and marketable title to all of its assets, including those assets shown on the Final Closing Balance Sheet, in each case free and clear of any Encumbrances other than Permitted Encumbrances.
(b) Except as set forth on Schedule 3.17.2(b), the Company’s assets include all right, title and interest in and to all assets that are used in or that are being held for use or are otherwise necessary in the operation, as currently conducted by the Company, of its business.
Closing Date Assets. 5.8.1 Schedule 5.8.1 sets forth a true, correct and complete list of any and all investment assets, including, bonds, notes, debentures, mortgage loans, real estate, collateral loans, derivatives and all other instruments of indebtedness, stocks, partnership or joint venture interests or certificates issued by or interests in trusts and all other assets acquired for investment purposes that are beneficially owned by any of the Companies as of November 30, 2009 (such investment assets, together with all investment assets acquired by any Company between November 30, 2009 and the Closing Date are referred to herein as the “Investment Assets”). Schedule 5.8.1 also sets forth for each of the Investment Assets the issuer of such Investment Asset, the amount owned of such Investment Asset, the maturity date of such Investment Asset (if applicable) and the fair market value of such Investment Asset as of November 30, 2009. Each Company has good title to all of the Investment Assets it purports to own, free and clear of all Liens.
5.8.2 The Investment Assets of the Companies do and shall consist solely of (i) cash and cash equivalents, (ii) highly liquid publicly-traded, investment grade fixed-income securities rated by at least one NRSRO (Nationally Recognized Securities Ratings Organization) with no single issuer (except the U.S. Government and agencies thereof) obligated for more than 5% of the total statutory book value of the securities portfolio and (iii) shares of common stock owned by PMACIC and described in the Identified Investments Promissory Note.
5.8.3 The Invested Asset Statement was prepared in good faith and sets forth a true and accurate listing of, and a good faith calculation of the fair market value of, the Investment Assets of the Companies as of the last calendar day of the month immediately prior to the Closing.
5.8.4 Schedule 5.8.4 contains a true, correct and complete list of all information technology, business equipment, vehicles, furniture and other tangible personal property owned by any of the Companies as of the date of this Agreement.
5.8.5 Schedule 5.8.5 contains a true, correct and complete list and description of each lease or other agreement or right (showing in each case the annual rental, the expiration date thereof and a brief description of the property covered), under which (i) with respect to any such written agreement, any of the Companies holds or operates, or is lessee of, as of the date of this Agreement, any machinery,...
Closing Date Assets. (a) As of the Closing Date, each Company will have good, valid and marketable title to all of their respective assets, in each case free and clear of any Encumbrances other than Permitted Encumbrances.
(b) Each Company’s inventory has been paid for by such Company, consists of a quality and quantities that are usable and saleable upon customary terms and conditions in the ordinary course of business and meet all customer and warranty standards and requirements. Schedule 3.18.2(b) lists and describes all inventory purchased by such Company without the manufacturer’s standard warranty.
(c) Schedule 3.18.2(c) lists all tangible personal property (other than inventory) which is owned by each Company and the location thereof, as of the Closing Date.
(d) Each Company’s properties, assets and rights are all the properties, assets and rights that are used in or that are being held for use or are otherwise necessary in the operation, as currently conducted by such Company, of its business.
Closing Date Assets. (a) As of the Closing Date, the Company and the Company Subsidiaries will have good and marketable title to all of their respective assets, including those assets shown on the Final Closing Balance Sheet, in each case free and clear of any Encumbrances other than Permitted Encumbrances.
(b) Schedule 3.17.2(b) lists all tangible personal property (other than Inventory) that is owned or leased by the Company or any Company Subsidiary and the location thereof as of December 31, 2007. All of such personal property is in good operating condition, subject to ordinary wear and tear.
(c) Each of the Company’s and each Company Subsidiary’s properties, assets and rights are all the properties, assets and rights that are used in or that are being held for use or are otherwise necessary in the operation, as currently conducted by the Company and each Company Subsidiary, of their respective businesses.
(d) Schedule 3.17.2(d) contains a complete and correct list as of December 31, 2007 of all Governmental Entity-owned property or Governmental Entity-furnished equipment, including tooling and test equipment, provided under, necessary to perform the obligation under, or for which the Company or any Company Subsidiary could be held accountable under, the Government Contracts, and such Governmental Entity-owned property and Government Entity-furnished equipment are maintained by the Company and Company Subsidiaries in accordance with government requirements.
Closing Date Assets. (a) As of the Closing Date, the Company and the Company Subsidiaries will have good and marketable title to all of their respective assets, including those assets shown on the Final Closing Balance Sheet, in each case free and clear of any Encumbrances other than Permitted Encumbrances.
(b) The inventory of each of the Company and each Company Subsidiary has been paid for by the Company and Company Subsidiaries, consists of a quality and quantities that are usable and saleable upon customary terms and conditions in the ordinary course of business and meet all customer and warranty standards and requirements. Schedule 3.17.2(b) lists and describes all inventory purchased by the Company or any Company Subsidiary without the manufacturer’s standard warranty.
(c) Schedule 3.17.2(c) lists all tangible personal property (other than Inventory) that is owned by the Company or any Company Subsidiary and the location thereof as of September 30, 2007. All of such personal property is in good operating condition, subject to ordinary wear and tear.
(d) Each of the Company’s and each Company Subsidiary’s properties, assets and rights are all the properties, assets and rights that are used in or that are being held for use or are otherwise necessary in the operation, as currently conducted by the Company and each Company Subsidiary, of their respective businesses.
(e) Schedule 3.17.2(e) contains a complete and correct list as of September 30, 2007 of all Governmental Entity-owned property or Governmental Entity-furnished equipment, including tooling and test equipment, provided under, necessary to perform the obligation under, or for which the Company or any Company Subsidiary could be held accountable under, the Government Contracts, and such Governmental Entity-owned property and Government Entity-furnished equipment are maintained by the Company and Company Subsidiaries in accordance with government requirements.
Closing Date Assets. (a) As of the Closing Date, the Company will have good, valid and marketable title to all of its assets, including those assets shown on the Final Closing Balance Sheet, in each case free and clear of any Encumbrances other than Permitted Encumbrances.
(b) Schedule 3.17.2(b) lists all material tangible personal property that is owned by the Company and the location thereof. All of such personal property is in normal operating condition, subject to ordinary wear and tear.
(c) The Company’s assets include all right, title and interest in and to all assets that are used in or that are being held for use or are otherwise necessary in the operation, as currently conducted by the Company, of its business.
(d) Schedule 3.17.2(d) contains a complete and correct list of all Governmental Entity-owned property or Governmental Entity-furnished equipment, including tooling and test equipment, provided under, necessary to perform the obligation under, or for which the Company could be held accountable under, the Government Contracts and such Governmental Entity-owned property is maintained by the Company in accordance with government-approved property management system.
Closing Date Assets. (a) As of the Closing Date, the Company will have good, valid and marketable title to all of its assets, including those assets shown on the Final Closing Balance Sheet, in each case free and clear of any Encumbrances other than Permitted Encumbrances.
(b) The Company's inventory has been paid for by the Company, consists of a quality and quantities which are usable and saleable upon customary terms and conditions in the ordinary course of business and meet all customer and warranty standards and requirements.
(c) Schedule 3.17.2(c) lists all tangible personal property (other than Inventory) which is owned by the Company. Considered as a whole, such personal property is in satisfactory operating condition, subject to ordinary wear, tear, and obsolescence. -15- (d) The Company's assets include all right, title and interest in and to all assets that are used in or that are being held for use or are otherwise necessary in the operation, as currently conducted by the Company, of its business.
Closing Date Assets. (a) As of the Closing Date, the Company will have good, valid and marketable title to all of its assets, including those assets shown on the Final Closing Balance Sheet, in each case free and clear of any Encumbrances other than Permitted Encumbrances.
(b) The Company's inventory has been paid for by the Company, consists of a quality and quantities which are usable and saleable upon customary terms and conditions in the ordinary course of business and meet all customer and warranty standards and requirements. Schedule 3.17.2 lists by stock keeping unit and quantity all inventory purchased by the Company without the manufacturer's standard warranty.
(c) Schedule 3.17.2(c) lists all tangible personal property (other than Inventory) which is owned by the Company and the location thereof. All of such personal property is in good operating condition, subject to ordinary wear and tear.
(d) The Company's assets includes all right, title and interest in and to all assets that are used in or that are being held for use or are otherwise necessary in the operation, as currently conducted by the Company, of its business.
(e) Schedule 3.17.2(e) contains a complete and correct list of all Governmental Entity-owned property or Governmental Entity-furnished equipment, including tooling and test equipment, provided under, necessary to perform the obligation under, or for which the Company could be held accountable under, the Government Contracts and such Governmental Entity-owned property is maintained by the Company in accordance with government-approved property management system.
