Business and Assets. Xxxxxx Holdco shall not, and Executive shall cause Xxxxxx Holdco not to, have any assets or liabilities other than (i) Shares of the Company, (ii) its rights and obligations under this Agreement and the Xxxxxx Loan Agreement, (iii) cash and cash equivalents and (iv) receivables from one or more of its Affiliates.
Business and Assets. Sponsor Holdings shall not have any assets or liabilities other than (i) Shares or other Securities of the Company, (ii) its rights and obligations under this Agreement, the Sponsor Holdings Investment Agreement, the Note Purchase Agreement and the Notes, (iii) cash and cash equivalents and other investments permitted under the Note Documents, including the Notes, and letters of credit (in form and substance reasonable satisfactory to SHUSA) and financing guarantees from the Original Sponsor Holdings Investors (in form and substance reasonable satisfactory to SHUSA) and (iv) other immaterial liabilities and obligations incidental to the foregoing.
Business and Assets. The New Acquirer shall not have any assets or liabilities other than (i) Shares or other Securities of the Company, (ii) its rights and obligations under this Agreement, the New Acquirer Investment Agreement, the Note Purchase Agreement and the Notes (iii) cash and cash equivalents and other investments permitted under the Note Documents, including the Notes, and letters of credit (in form and substance reasonable satisfactory to SHUSA) and financing guarantees from the Original Investors (in form and substance reasonable satisfactory to SHUSA) and (iv) other immaterial liabilities and obligations incidental to the foregoing.
Business and Assets. Since the Accounts Date:-
(a) the business of the Group Companies has been carried on in the ordinary and usual course and substantially in the same manner (including nature and scope) as in the past, and save as shown in the Management Accounts or the Completion Accounts, no material fixed asset or stock has been written up nor any debt written off;
(b) save as shown in the Management Accounts or the Completion Accounts and save as Disclosed, no unusual or abnormal contract for an amount or consideration exceeding RMB5 million (or its equivalent) has been entered into by any of the Group Companies without the prior written consent of the Purchaser;
(c) save as Disclosed, there has been no material adverse change in the financial condition, earnings, business, assets or prospects of the Group Companies taken as a whole, provided that any changes that generally affect the industry and market in which the relevant Group Company operates and any changes in financial markets, general economic conditions (including prevailing interest rates and exchange rates) or political conditions shall not be considered in determining whether there has been such material adverse change;
(d) the financial year end date of each Group Company has remained to be 31 March;
(e) so far as the Vendor is aware and save as Disclosed, no event has occurred which would entitle any third party (with or without the giving of notice) to call for the repayment of indebtedness owing by any Group Company prior to its normal maturity date;
(f) there has been no deterioration in the values of any of the fixed assets (other than the Property) of the Group such that the market value of any such fixed asset is less than the value attributed to it in the Management Accounts or the Completion Accounts and no fixed asset of the Group has been revalued;
(g) save for the final determination and settlement of liabilities owing by the Group pursuant to the development and construction contracts which shall only be determined and settled after completion of the relevant works and project, the Group has paid its creditors within the times agreed with them;
(h) no dividend or other distribution of profits or assets has been or agreed to be declared, made or paid by any Group Company; and
(i) up to the date of this Agreement, no event has occurred which gives rise to Taxation to the Group on deemed (as opposed to actual) income, profits or gains or which results in the Group becoming liable to pay or bear a...
Business and Assets. GINSMS does not carry on any business, not does it have any fixed, tangible or intangible assets.
Business and Assets. (a) The Thundermin Business is the only business carried on by Thundermin.
(b) Thundermin owns, possesses, or has obtained and is in compliance in all material respects with, all Authorizations necessary to conduct the Thundermin Business as currently conducted, in accordance with applicable Laws, and Thundermin is not in default under, nor has it received any notice of any claim or default with respect to, any such Authorization.
(c) No registrations, filings, applications, notices, transfers, consents, approvals, audits, qualifications, waivers or other action of any kind is required by virtue of the execution and delivery of this Agreement, or of the consummation of the Transactions, (i) to avoid the loss of any Authorization or any asset, property or right pursuant to the terms thereof, or the violation or breach of any Law applicable thereto, or (ii) to enable Amalco to hold and enjoy the same immediately after the Effective Date in the conduct of the Thundermin Business as conducted by Thundermin prior to the Effective Date.
(d) Thundermin has good and marketable right, title and interest, free and clear of any title defect or Encumbrance that is not a Permitted Encumbrance,
(i) to its permits, mining concessions, claims, leases, licences or other rights to explore for, exploit, develop, mine or produce minerals and any other properties;
(ii) to its real property interests, including fee simple estate of and in real property, licenses (from landowners and authorities permitting the use of land by Thundermin), leases, rights of way, occupancy rights, surface rights, easements or other real property interests, or licences; or
(iii) to, or is entitled to the benefits of, all of its properties and assets (real and personal, tangible and intangible, including leasehold interests) including all the properties and assets reflected in the balance sheet forming part of the Thundermin Audited Financial Statements, except as indicated in the notes thereto, together with all additions thereto and less all dispositions thereof in the Ordinary Course consistent with past practice, and such properties and assets are not subject to any Encumbrance or defect in title of any kind except as is reflected in the balance sheets forming part of such financial statements and in the notes thereto.
(e) No person or other entity has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or other a...
Business and Assets. (a) The Rambler Business is the only business carried on by Rambler and its Subsidiaries.
(b) Rambler and its Subsidiaries own, possess, or have obtained and are in compliance in all material respects with all Authorizations necessary to conduct the Rambler Business as currently conducted, in accordance with applicable Laws, and neither Rambler nor any of its Subsidiares is in default under any such Authorization or has received any notice of any claim or default with respect to any such Authorization.
Business and Assets. (a) There is no pending, or to Vendor’s Knowledge threatened, product recall by any authorised regulator in respect of the Products, nor is the Vendor aware of any circumstances that could reasonably give rise to a Product recall.
(b) There are no manufacturing or supply issues in respect to any of the Products which could reasonably be expected to result in Material Adverse Effect
(c) The Vendor is the legal and beneficial owner of the Assets. There are no Encumbrances by a bank or other financial institution or any other third party over or affecting any of the Assets.
(d) The Vendor does not have any outstanding loans.
(e) The Vendor does not have any secured creditors.
(f) The Vendor has paid all its debts that arose before the Effective Date and will pay all its debts that arise before the Completion Date.
(g) The Vendor is not in default of any tax liability to any tax authority anywhere in the world.
(h) The Business is conducted in accordance with all applicable laws and the conduct of the Business by the Vendor does not contravene any laws.
(i) All licences and registrations which are necessary for the conduct of the Business have been obtained and are valid and subsisting. All conditions which apply to any such licence have been complied with in all material respects. None of such licences has been breached by the Vendor or, so far as the Vendor is aware, is likely to be suspended, cancelled, refused, materially altered, not renewed, or revoked.
Business and Assets. The business and assets of the Company shall not have been adversely affected prior to the applicable Closing; and the President and Treasurer of the Company shall, on behalf of the Company, deliver to the Purchasers at such Closing Date a certificate to such effect, dated as of the applicable Closing Date.
Business and Assets. 2.1 N-Vision is a holding company whose sole activity is the holding of shares in PTH. It has no assets other than shares in the capital of PTH and cash or cash equivalents. It has in aggregate no more than €25,000 (or its equivalent in another currency at the time) of obligations and liabilities of any kind, and at Completion will have no liabilities to its shareholders. It has never had any employees or offered employment to any person.
2.2 PTH is a holding company whose sole activity is the holding of shares in TVN and the issue of the PTH Notes. It has no assets other than shares in the capital of TVN and cash or cash equivalents. Save for its obligations under the PTH Notes, it has in aggregate no more than €500,000 (or its equivalent in another currency at the time) of obligations and liabilities of any kind. It has never had any employees or offered employment to any person.
2.3 At the Balance Sheet Date, there were no arrangements in force between, on the one hand, N-Vision or PTH and, on the other hand, the Sellers or their Affiliates other than as set out in Appendix 10 to the Disclosure Letter. Since the Balance Sheet Date, neither N-Vision nor PTH has entered into any arrangements with the Sellers or their Affiliates other than as set out in Appendix 10 to the Disclosure Letter.
