Common use of Value of Assets Clause in Contracts

Value of Assets. The Seller Parties have received reasonably equivalent value in exchange for the obligations to be undertaken pursuant to the Contemplated Transactions. Giving effect to the Contemplated Transactions, the fair market value of the Seller’s assets exceeds the Seller’s total liabilities, whether accrued, absolute, contingent or otherwise. Giving effect to the Contemplated Transactions, the fair market value of the assets of the Seller exceeds total liabilities, whether accrued, absolute, contingent or otherwise. The Seller’s assets do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the Seller’s business as conducted or as proposed to be conducted. The assets of the Shareholder or equity owners of the Seller do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the business of the Shareholder of the Seller as conducted or as proposed to be conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Speedemissions Inc)

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Value of Assets. The Seller Parties have received reasonably equivalent value in exchange for the obligations to be undertaken pursuant to the Contemplated Transactions. Giving effect to the Contemplated Transactions, the fair market value of the Seller’s assets exceeds the Seller’s Sellers’ total liabilities, whether accrued, absolute, contingent or otherwise. Giving effect to the Contemplated Transactions, the fair market value of the assets of the Seller exceeds total liabilities, whether accrued, absolute, contingent or otherwise. The Seller’s assets do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the Seller’s business as conducted or as proposed to be conducted. The assets of the Shareholder members or equity owners of the Seller do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the business of the Shareholder members of the Seller as conducted or as proposed to be conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Speedemissions Inc)

Value of Assets. The Seller Parties have Each of the Company and Shareholder has received --------------- reasonably equivalent value in exchange for the obligations to be undertaken pursuant to the Contemplated Transactions. Giving effect to the Contemplated Transactions, the fair market value of the Seller’s Company's assets exceeds the Seller’s Company's total liabilities, whether accrued, absolute, contingent or otherwise. Giving effect to the Contemplated Transactions, the fair market value of the Shareholder's assets of the Seller exceeds Shareholder's total liabilities, whether accrued, absolute, contingent or otherwise. The Seller’s Company's assets do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the Seller’s Company's business as conducted or as proposed to be conducted. The Shareholder's assets of the Shareholder or equity owners of the Seller do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the Shareholder's business of the Shareholder of the Seller as conducted or as proposed to be conducted.

Appears in 1 contract

Samples: Purchase Agreement (Intercept Group Inc)

Value of Assets. The Seller Parties have Shareholder has received reasonably equivalent value in exchange for the obligations to be undertaken pursuant to the Contemplated Transactions. Giving effect to the Contemplated Transactions, the fair market value of the Seller’s Company's assets exceeds the Seller’s Company's' total liabilities, whether accrued, absolute, contingent or otherwise. Giving effect to the Contemplated Transactions, the fair market value of the assets of the Seller Company exceeds total liabilities, whether accrued, absolute, contingent or otherwise. The Seller’s Company's assets do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the Seller’s Company's business as conducted or as proposed to be conducted. The assets of the Shareholder shareholders or equity owners of the Seller Company do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the business of the Shareholder shareholder of the Seller Company as conducted or as proposed to be conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Speedemissions Inc)

Value of Assets. The Seller Parties have received reasonably equivalent value in exchange for the obligations to be undertaken pursuant to the Contemplated Transactions. Giving effect to the Contemplated Transactions, the fair market value of the Seller’s 's assets exceeds the Seller’s Sellers' total liabilities, whether accrued, absolute, contingent or otherwise. Giving effect to the Contemplated Transactions, the fair market value of the assets of the Seller exceeds total liabilities, whether accrued, absolute, contingent or otherwise. The Seller’s 's assets do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the Seller’s 's business as conducted or as proposed to be conducted. The assets of the Shareholder shareholders or equity owners of the Seller do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the business of the Shareholder shareholders of the Seller as conducted or as proposed to be conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Speedemissions Inc)

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Value of Assets. The Seller Parties Sellers have received reasonably equivalent value in exchange for the obligations to be undertaken pursuant to the Contemplated Transactions. Giving effect to the Contemplated Transactions, the fair market value of the Seller’s assets exceeds the Seller’s total liabilities, whether accrued, absolute, contingent or otherwise. Giving effect to the Contemplated Transactions, the fair market value of the assets of the Seller exceeds total liabilities, whether accrued, absolute, contingent or otherwise. The Seller’s assets do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the Seller’s business as conducted or as proposed to be conducted. The assets of the Shareholder or equity owners of the Seller do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the business of the Shareholder of the Seller as conducted or as proposed to be conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Speedemissions Inc)

Value of Assets. The Seller Parties have received reasonably equivalent value in exchange for the obligations to be undertaken pursuant to the Contemplated Transactions. Giving effect to the Contemplated Transactions, the fair market value of the Seller’s assets exceeds the Seller’s Sellers’ total liabilities, whether accrued, absolute, contingent or otherwise. Giving effect to the Contemplated Transactions, the fair market value of the assets of the Seller exceeds total liabilities, whether accrued, absolute, contingent or otherwise. The Seller’s assets do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the Seller’s business as conducted or as proposed to be conducted. The assets of the Shareholder shareholders or equity owners of the Seller do not and, immediately following the Contemplated Transactions, will not, constitute unreasonably small capital to carry out the business of the Shareholder shareholders of the Seller as conducted or as proposed to be conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Speedemissions Inc)

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