Movable Assets. (a) The Pledgor is the sole legal and beneficial owner of the Movable Assets.
(b) The Movable Assets are, at the moment of the Pledge becoming effective in accordance with Clause 3 (Effectiveness (Perfection) of Pledge) and at all times thereafter, freely transferrable (subject to the limitations under the Clause 6.9.1 f of the Shareholders’ Agreement and Clause 16.36 of the Sale and Lease Back Agreement, in each case in wording effective on the date of this Agreement) and are capable of being a subject of the Pledge without any restriction whatsoever and the Pledgor has not performed any act on the basis of which the transferability of the Movable Assets (subject to the limitations under the Clause 6.9.1 f of the Shareholders’ Agreement and Clause 16.36 of the Sale and Lease Back Agreement, in each case in wording effective on the date of this Agreement) and their capability to be a subject of the Pledge might become restricted.
(c) The Movable Assets are free and clear of any Security (other than the Pledge), no contract or arrangement, conditional or unconditional, exists for the creation of any Security over the Movable Assets (other than under this Agreement) and the Pledgor is not aware of any circumstances that could permit creation of a Security over the Movable Assets (other than under this Agreement).
(d) To the best knowledge and belief of the Pledgor (having made due and careful enquiry), no litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, are reasonably likely to adversely affect the Movable Assets have been started or threatened.
(e) The Movable Assets are insured by renowned insurance companies in compliance with requirements set forth in the Facilities Agreement.
(f) The Pledgee has been provided with all information in respect of the Movable Assets, which is, or might be necessary in connection with the creation, perfection and maintenance of the Pledge and with assessing the value and quality of the Pledge and of the Movable Assets and all such information is true, correct and complete.
(g) Prior to the execution of this Agreement, the Pledgor handed over to the Pledgee the original or a certified copy of a hand-over protocol duly executed by the Pledgor and the Borrower pursuant to which the Movable Assets were handed over to the Borrower in the Slovak Republic.
(h) All Movable Assets are and will be located at the territory of the Sl...
Movable Assets. Any movable assets brought onto the Site or placed in the Building shall remain the property of the Lessee, and shall be capable of removal at the termination of this Lease.
Movable Assets. (a) The VRV Group’s companies have full and sole title and undisturbed possession of machinery, systems, equipment, fixtures, tools, vehicles and of the other movable assets shown in the Reference Financial Statements and in the assets register, free from Encumbrances.
(b) All machinery, systems, equipment, fixtures, tools, vehicles and the other movable assets owned or used by the VRV Group’s companies (pursuant to lease agreements, leasing or otherwise) in the carrying out and for the carrying out of the Relevant Business: (i) have been purchased and/or are held by the same pursuant to valid and effective agreements, compliant with applicable provisions of Law, that create valid, effective and binding obligations for the parties thereto, applicable to, and enforceable against, each of them according to the terms contained therein; (ii) are existing; (iii) if owned by the VRV Group, are free from Encumbrances and freely transferable; (iv) are functioning and suitable for the use for which they are designed subject to normal wear and tear; (v) are in good state of preservation and maintenance also in compliance with the manufacturer’s instructions; (vi) are substantially complaint with all applicable Laws (including safety laws).
Movable Assets. At any time after termination of this Agreement and with respect to each movable asset of the CONCESSIONAIRE in the Republic, which the CONCESSIONAIRE desires to sell (other than to an Affiliate at market price), the GOVERNMENT shall have the first option to purchase such asset at the net book value thereof, such price to be paid in Dollars. If the GOVERNMENT does not exercise such option within thirty (30) days after being informed by the CONCESSIONAIRE that it desires to sell such asset, then the CONCESSIONAIRE may sell such asset to any Person, including the GOVERNMENT, for such price as it may be able to obtain therefor, or remove such asset from the Republic without Taxes and Duties or other liability to the GOVERNMENT. If, however, the GOVERNMENT purchases any such asset, it shall pay the purchase price within sixty (60) days after such price has been agreed upon or determined, unless the Parties hereto otherwise agree.
Movable Assets. At any time after termination of this Agreement and with respect to each movable asset of Investor in Liberia, which Investor desires to sell, Government shall have the first option to purchase such asset at the fair market price thereof, such price to be paid in Dollars. If Government does not exercise such option within ninety (90) days after being informed by Investor that it desires to sell such asset, Investor may (i) remove such asset from Liberia, or (ii) sell such asset to any other Person, including an Affiliate, provided, however, that if at any time Investor receives an offer from an independent third party, including an Affiliate, to purchase all or any portion of the movable asset owned by Investor and Investor desires to accept such offer, Investor shall first offer such asset to Government at the price offered by the third party. The proceeds of any such sale shall accrue to Investor subject to any Taxes or Duties imposed by Law. If Government purchases any such asset, it shall pay the purchase price not later than sixty (60) days after the price has been agreed upon or determined, unless the Parties agree otherwise.
Movable Assets. (a) None of the movable Assets are used or held by the Company under any agreement for lease, hire, hire purchase, retention of title or sale on conditional or deferred terms. Each of the movable Assets are held by the Company under a valid, binding and subsisting Contract or instrument and free and clear of any Encumbrance, and the Company enjoys peaceful and undisturbed possession of each of such movable Assets.
(b) The movable Assets disclosed in the financial statements comprise all the movable assets of the Company.
(c) The Company has not granted to any Person, the right to acquire, use or occupy any movable Assets or entered into any Contract to sell, transfer, Encumber, or otherwise dispose of or impair the whole or any part of its right or interest in or to any of the movable Assets.
Movable Assets. Notwithstanding anything to the contrary herein contained, any movable assets brought onto the Property or placed in the Building shall remain the property of the Lessee, and shall be capable of removal at the termination of this Lease by effluxion of time or otherwise. The provisions hereof, shall not prejudice the existence, exercise and enforcement of the Lessors lien for rental or other monies due as at the time of termination.
Movable Assets. Each Security Provider shall, at its own expense and subject to the Credit Agreement:
6.2.1. keep and maintain its Movable Assets in good condition (reasonable wear and tear excepted), take care of and handle the same in a careful and diligent manner and, if applicable effect any necessary repair or replacement; and
6.2.2. keep its Movable Assets at all times sufficiently insured with an insurer of reputable standing.
Movable Assets. At any time after termination of this Agreement and with respect to each movable asset of Investor in Liberia, which Investor desires to sell, Government shall have the first option to purchase such asset at the fair market price thereof, such price to be paid in Dollars. If Government does not exercise such option within ninety (90) days after being informed by Investor that it desires to sell such asset, Investor may sell such asset to any other Person, including Government or an Affiliate, for such price as it may be able to obtain, or remove such asset from Liberia. The proceeds of any such sale shall accrue to the Investor subject to any Taxes or Duties payable at Law. If Government purchases any such asset, it shall pay the purchase price not later than sixty (60) days after such price has been agreed upon or determined, unless the Parties otherwise agree.
Movable Assets. The Seller shall deliver to the Purchaser, all the Movable Assets as of the Closing Date in the manner contemplated in Clause 2.2.2 of this Agreement;
