No Assets and Liabilities. At the Closing, Pubco shall have no liabilities, debts or payables (contingent or otherwise) other than those liabilities listed in Schedule 4.34 of the disclosure schedules hereto, no tax obligations, no material assets, and except as contemplated in this Agreement, no material changes to its business or financial condition shall have occurred since the date of this Agreement.
No Assets and Liabilities. Issuer shall have no material Liabilities, assets or operations.
No Assets and Liabilities. MEPUK shall not have any assets and liabilities, other than the EPI Shares it owns. MEPUK shall afford MCI and MC Global, their counsel and their accountants, during normal business hours, reasonable access to the books, records and other data relating to MEPUK and its Subsidiaries in its possession so that MC Global and MCI may confirm that this condition has been satisfied.
No Assets and Liabilities. At the Closing, other than accrued property or other taxes that will not exceed $1,000, Ableauctions shall have no liabilities, debts or payables (contingent or otherwise), no tax obligations, no material assets (or alternatively, shall have an irrevocable commitment to sell, distribute or otherwise transfer all pre-Closing assets of Ableauctions which shall occur immediately after Closing), and except as contemplated in this Agreement, no material changes to its business or financial condition shall have occurred since the date of this Agreement.
No Assets and Liabilities. At the Effective Time, FNF will not own any assets other than the Assumption Agreement executed and delivered by FNT substantially in the form attached hereto as Exhibit B pursuant to the Securities Exchange Agreement (the "Assumption Agreement"), the Tax Disaffiliation Agreement (as defined herein) and shares of Company Common Stock, and will not have any Liabilities that have not been assumed by FNT, other than the Excluded FNF Liabilities.
No Assets and Liabilities. Discovery shall not have any Liabilities, assets or operation and shall have delivered certificates issued by the President of Discovery and, if requested by the Company, the auditor of Discovery, in form and substance satisfactory to the Company to confirm the foregoing.
No Assets and Liabilities. Othnet and its Subsidiaries shall have no assets other than cash or cash equivalents and no liabilities except for Notes which have not been converted into Common Stock pursuant to the Bridge Financing.
No Assets and Liabilities. China-Biotics shall have no material Liabilities, assets or operations, other than any Liabilities or assets, other than those that will be transferred to Xxxx Xxxx immediately after the Closing as set forth in Section 7.4(f).
No Assets and Liabilities. At the Closing, Pubco shall have no payables (contingent or otherwise) other than the unsurrendered convertible promissory note described in Section 6.12 and not in excess of $600,000 of additional payables, no material past due tax obligations and except as contemplated in this Agreement, no material changes to its business or financial condition shall have occurred since the date of this Agreement.
No Assets and Liabilities. (a) Subject to C.4(b) below, the Company is a holding company and does not engage, and has never engaged, in any trading activities whatsoever and consequently the Company does not own, or hold any direct interest in, and never has owned or held any direct interest in, any assets whatsoever (other than cash balances), nor does the Company have any debts, obligations or liabilities of any nature.
(b) The Company currently holds or has held, as the case may be, the following assets and has or had, as the case may be, the following liabilities:
(i) the Lion/Stove Holdings Limited Shares;
(ii) the Lux 2 Loan;
(iii) the PECs;
(iv) the CPECs;
(v) the Lux Inter-company Payables; and
(vi) amounts incurred in respect of professional directors and auditors fees and other ancillary costs required to comply with statutory filing or other similar requirements and to maintain its corporate existence.
