Assets and Charges. (a) The members of the Group are the owners legally and beneficially of, and have good title to, all of the material Business Assets free from any Encumbrance or any third party claim and all such assets are within the control or possession of the Group.
(b) No material Business Asset is shared by the Group with any other person outside the Group.
(c) The Business Assets comprise all of the assets, rights and privileges which are currently required by the Group to carry on the Business and all in satisfactory working order.
(d) To the best of the Issuer’s knowledge, there is no dispute or circumstances likely to give rise to a dispute directly or indirectly relating to all or any of the Business Assets which would materially adversely affect the trading or financial position of the Business.
Assets and Charges. (1) Except for current assets disposed of by the Company in the ordinary course of its business the Company is the legal and beneficial owner of and has good title to all assets included in the Audited Accounts and all assets which have been acquired by the Company since the Balance Sheet Date and no such asset nor any of the undertaking goodwill or uncalled capital of the Company is subject to any encumbrance or any agreement or commitment to give or create any encumbrance.
(2) Since the Balance Sheet Date save for disposals in the ordinary course of its business the assets of the Company have been in the possession of or under the control of the Company.
(3) No asset is shared by the Company with any other person and the Company does not depend for its business upon any assets facilities or services owned or supplied by any of the Vendors or any person connected with any of the Vendors including Xxxxxxxxxx XxXxxx Limited and/or any other company in the Company’s pre-Completion Group.
(4) No assets of the Company have been acquired at a consideration higher than the market value thereof all assets acquired have been acquired by way of bargain at arm’s length and no assets have been disposed of other than at market value at the time they were disposed of by way of bargain at arm’s length.
Assets and Charges. (a) Except for current assets disposed of by OMAR in the ordinary course of its business, OMAR is the legal and beneficial owner of, and has good marketable title to all assets which have been acquired by OMAR since the Balance Sheet Date and no Encumbrance is outstanding nor is there any agreement or commitment to give or create or allow any Encumbrance over or in respect of the whole or any part of OMAR’s assets, undertaking, goodwill or uncalled capital and no claim has been made by any person that he is entitled to any such Encumbrance.
(b) Since the Balance Sheet Date, save for disposals in the ordinary course of its business, the assets of OMAR have been in the possession of, or under the control of OMAR.
(c) No charge in favour of OMAR is void or voidable for want of registration.
Assets and Charges. (1) Except for current assets disposed of by the Company in the ordinary course of its business, the Company is the owner legally and beneficially of and has good title to all assets included in the Audited Accounts and all assets which have been acquired by the Company since the Balance Sheet Date and no encumbrance is outstanding (other than liens arising by operation of law) nor is there any agreement or commitment to give or create or allow any encumbrance over or in respect of the whole or any part of the Company's assets, undertaking, goodwill or uncalled capital and no claim has been made by any person that he is entitled to any such encumbrance.
(2) Since the Balance Sheet Date, save for disposals in the ordinary course of its business, the assets of the Company have been in the possession of, or under the control of, the Company.
(3) No asset is shared by the Company with any other person and the Company does not depend for its business upon any assets, premises, facilities or services owned or supplied by any Vendor or any Affiliate.
(4) No charge in favour of the Company is void or voidable for want of registration.
Assets and Charges. (1) The Company owned at 30 June 2002 all the assets included in the MIAC August Accounts and particulars of all fixed assets with a cost in excess of £25,000 acquired or agreed to be acquired by the Company since 30 June 2002 are set out in the Disclosure Letter. Since 30 June 2002 the Company has not acquired any fixed asset having a value in excess of £25,000.
(2) Except for current assets disposed of by the Company in the ordinary course of its Business, the Company is the owner legally and beneficially of and has good and marketable title to all assets included in the MIAC Accounts and all assets which have been acquired by the Company since 30 June 2002 and no encumbrance, mortgage, charge, lien over or in respect of the whole or any part of the Company's assets, undertaking, goodwill or uncalled capital of the Company has been created and no agreement has been entered into to create any of the foregoing. Since 30 June 2002 there have been no disposals of assets having a total aggregate value of £100,000.
(3) The assets owned or leased by the Company comprise all material assets currently used in the Business.
Assets and Charges. (A) Except for current assets disposed of by the Company in the ordinary course of its business, the Company is the owner legally and beneficially of and has good marketable title to all assets included in the Accounts and all assets which have been acquired by the Company since the Balance Sheet Date and no Encumbrance is outstanding nor is there any agreement or commitment to give or create or allow any Encumbrance over or in respect of the whole or any part of the Company’s assets, undertaking, goodwill or uncalled capital and no claim has been made by any person that he is entitled to any such Encumbrance.
(B) Since the Balance Sheet Date, save for disposals in the ordinary course of its business, the assets of the Company have been in the possession of, or under the control of, the Company.
(C) No asset is shared by the Company with any Third Party. The Company does not require or depend for the continuation of its business or for the continuation of the method or manner or scope of operation of its business in the same way or manner or on the same basis as heretofore upon any assets, premises facilities or services of any Third Party.
(D) No charge in favour of the Company is void or voidable for want of registration.
Assets and Charges. (A) Except for current assets disposed of by the Group Companies in the ordinary course of its business, each Group Company is the owner legally and beneficially of and has good marketable title to all assets included in the 2020 Accounts and all assets which have been acquired by each Group Company, respectively since the Accounts Date and no Encumbrance is outstanding nor is there any agreement or commitment to give or create or allow any Encumbrance over or in respect of the whole or any part of the each Group Company’s assets, undertaking, goodwill or uncalled capital and no claim has been made by any person that he is entitled to any such Encumbrance.
(B) Since the Accounts Date, save for disposals in the ordinary course of its business, the assets of each Group Company have been in the possession of, or under the control of, the Group.
(C) No asset owned or used by the Group Companies is shared by any Group Company with any other person. The Group Companies do not require or depend for the continuation of its business or for the continuation of the method or manner or scope of operation of its business in the same way or manner or on the same basis as heretofore upon any assets, premises, facilities or services of any other person.
(D) No charge in favour of any Group Company is void or voidable for want of registration.
(E) No Group Company has:
(1) sold, disposed or acquired any company or business; or
(2) become a member of any joint venture, consortium, partnership or other unincorporated association; where it remains subject to any liability (whether contingently or otherwise) including but not limited to, any obligation to make payment of any contingent or deferred consideration.
(F) All acquisitions, disposals, partnerships, joint ventures, consortiums and unreported associations entered into by a Group Company during the two years preceding the date of the Agreement have been disclosed.
Assets and Charges. (a) Except for current assets disposed of by the Parent or the Subsidiary in the ordinary course of its business, the Parent and the Subsidiary are the owners of and have good marketable title to all assets included in the Audited Accounts and all assets which have been acquired by the Parent or the Subsidiary since the Balance Sheet Date and no such asset, nor any of the undertaking, goodwill or uncalled capital of the Parent or the Subsidiary is subject to any encumbrance or any agreement or commitment to give or create any encumbrance.
(b) Since the Balance Sheet Date, save for disposals in the ordinary course of its business, the assets of the Parent and the Subsidiary have been in the possession of, or under the control of, the Parent and the Subsidiary.
(c) No asset is shared by the Subsidiary with any other person and the Subsidiary does not depend for its business upon any assets, facilities or services owned or supplied by other members of the Parent's Group.
(d) No charge in favour of the Company is void or voidable for want of registration.
Assets and Charges. (a) Except for current assets disposed of in the ordinary course of its business, the Company is the legal and beneficial owner of and has good marketable title to (i) all assets reflected in the Reference Pro Forma Financial Statements and (ii) all assets which have been acquired by the Company since the Reference Date. With respect to such assets no Lien or encumbrance is outstanding nor is there any agreement or commitment to give or create or allow any Lien or encumbrance over or in respect of the whole or any part of the assets of the Company.
(b) Since the Reference Date, save for disposals in the ordinary course of its business, the assets of the Company have been in the possession of, or under the control of, the Company.
(c) No encumbrance or Lien in favour of the Company is void or voidable. The Seller represents that as at the date of this Agreement the building in which the Company’s premises are located is subject to a mortgage in favor of Cassa di Risparmio di Forlì.
