Business Assets. The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;
Business Assets. For purposes of this Agreement, the term “Business Assets” means all of the assets, properties and rights set forth or described in paragraphs (a) through (p) below (except in each case for the Excluded Assets):
Business Assets. The AUGI Assets comprise all of the property and assets of the AUGI Business, and no other person, firm or corporation owns any assets used by AUGI or its subsidiaries in operating the AUGI Business, whether under a lease, rental agreement or other arrangement, other than as disclosed in Schedules "E" or "H" hereto;
Business Assets. The Kraft Assets, comprise all of the property and assets of the Kraft Business, and neither the Kraft Shareholders nor any other person, firm or corporation owns any assets used by Kraft in operating the Kraft Business, whether under a lease, rental agreement or other arrangement, other than as disclosed in Schedules "N" or "Q" hereto;
Business Assets. There shall be included in the sale under CLAUSE 2.1 of this agreement the following Business Assets:
(a) the Business Goodwill;
(b) the Business Plant and Machinery;
(c) the Business Stocks and (to the extent permitted by law or contract) the Vendor's rights to (and copies of) advertising and promotional material held lawfully by the Vendor for the purposes of the Business as at Completion;
(d) the benefit of the Business Contracts (but not any Business Receivables); (e) the Business Information;
Business Assets. For purposes of this Agreement, the term “Business Assets” means the following assets, properties and rights:
Business Assets. (a) Immediately after the Effective Time, except for the Retained Business Assets and the Retained Business Liabilities (including the assets and liabilities of the Retained Entities), Alibaba and its Subsidiaries will not own any material assets, properties or rights that are used in the conduct of the Business as conducted as of the date hereof. Immediately after the Effective Time, HoldCo and its Subsidiaries and the Retained Entities will not own any material assets, properties or rights that are used in the conduct of the Alibaba Business. Immediately after the Effective Time, HoldCo and HoldCo’s Subsidiaries will not own any Intellectual Property not used exclusively in the Business and/or the business of the Other Group. Immediately after the Effective Time, the OpCo Group and the Retained Entities will not own any Intellectual Property or Intellectual Property Rights not used exclusively in the Business.
(b) Section 4.09(b) of the Disclosure Letter sets forth a summary, as of the date hereof, of (i) all of the material Assets of HoldCo and its Subsidiaries and the Transferred Entity relating to the Business and (ii) all of the material Contracts to which HoldCo or any of its Subsidiaries or the Transferred Entity is a party. HoldCo and its Subsidiaries (other than members of the Other Group) and the Transferred Entity do not have any employees who are not primarily dedicated to the Business.
(c) Section 4.09(c) of the Disclosure Letter sets forth a summary, as of the date hereof, of (i) all of the material Assets of the Retained Entities relating to the Business and (ii) all of the material Contracts to which any of the Retained Entities is a party. Neither the OpCo Group nor the Retained Entities have any employees who are not primarily dedicated to the Business.
(d) Section 4.09(d) of the Disclosure Letter sets forth, as of the date hereof, a true and correct list of all Intellectual Property and Intellectual Property Rights owned or held by HoldCo, OpCo and their respective Subsidiaries (other than the Other Group). As of the date hereof, HoldCo, OpCo and their respective Subsidiaries (other than the Other Group) do not own Intellectual Property or Intellectual Property Rights other than as necessary for the conduct of the Business. As of the date hereof, the Other Group does not own any Intellectual Property or Intellectual Property Rights that are used in the conduct of the Business or the Alibaba Business as conducted as of the date hereof. A...
Business Assets. It and each of its Subsidiaries has a good, valid and marketable title to or valid leases or licences of and all appropriate Authorisations to use all assets to carry on its business as presently conducted.
Business Assets. The SUNO Assets comprise all of the property and assets of the SUNO Business, and no other person, firm or corporation owns any assets used by SUNO in operating the SUNO Business, whether under a lease, rental agreement or other arrangement, other than as disclosed in Schedules “E” or “H” hereto;
Business Assets. For the purposes of this Agreement, “Business Assets” means the following assets, properties and rights of the Business, in each case, (A) other than the Excluded Assets, and (B) as they shall exist at the Closing, wherever situated and of whatever kind and nature, real or personal, tangible or intangible, owned by Trimble or one of Xxxxxxx’x controlled Affiliates whether or not reflected on the books and records of Trimble or one of Xxxxxxx’x controlled Affiliates, as applicable:
