The Business Assets. 2.1 Except for the assets covered by the Equipment Leases, the Vendor is the absolute legal and beneficial owner of and has good, marketable and insurable title to all the Business Assets and at Completion full title in all the Business Assets will vest in the Purchaser free from all liens, mortgages, charges, security interests, restrictions, conditions, claims, options, imperfections of title or other encumbrances whatsoever (whether arising by way of statute or otherwise).
The Business Assets. For the purposes of this Section 3.27, a “material asset” shall mean an asset with a book value in the Financial Statements in excess of €200,000 or any two or more assets, whether or not related, with an aggregate book value in the Financial Statements in excess of €500,000.
The Business Assets. For the purposes of this paragraph 5, a Material Asset shall mean an asset with a book value in the Locked Box Accounts of EUR 1 million or more but does not include any of the Properties.
The Business Assets. For the purposes of this paragraph 5, “material assets” mean material fixed assets which value exceeds US$ 120,000.
The Business Assets a) Save as disclosed in Schedule 9, the SELLER or UCB SPAIN as the case may be, is the exclusive, legal and beneficial owner of the Business Assets and each has the full right, power and authority to transfer (or to cause to be transferred) those assets to the BUYER. Neither SELLER nor UCB SPAIN has disposed of or agreed to dispose of or granted or agreed to grant any option or right of pre-emption in respect of or offered for sale its interest in any of the Business Assets.
b) The Business Assets will be transferred to BUYER free from any Encumbrance on the Closing Date.
The Business Assets. 4.1 Save as disclosed, each member of the Group owns or is entitled to use all the assets necessary to carry on its business as currently carried on. No member of the Group has disposed of, or agreed to dispose of, any asset of its business included in the Group’s latest published audited accounts and financial statements, other than in the ordinary course of business consistent with the past practices of the Group or otherwise disclosed by the Company’s public announcement or annual report for the year ended 31 December 2014 through the Stock Exchange’s website.
4.2 Save as disclosed, no mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement which has the effect of conferring priority exists over all or any of the present or future assets of any member of the Group, other than in the ordinary course of business consistent with the past practices of the Group, or in respect of the obligations of members of the Group. Save as disclosed, no member of the Group has provided any guarantee or security to any person (including any suppliers and/or any third party creditors of any member of the Group) outside the Group.
4.3 Save as disclosed, the assets of the businesses of the members of the Group are in their possession or under their control and where any assets are used but not owned by a member of the Group, no event or circumstance has occurred which may entitle any person to terminate any agreement in respect of such use.
The Business Assets. To the best of the knowledge, information and belief of the Second Vendor 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 affect the trading or financial position or prospects of the Business.
The Business Assets. (i) For the purposes of this paragraph (e), a Material Asset shall mean an asset with a book value of EUR 500,000 (in words: Euro five hundred thousand) or more.
(ii) Except as disclosed in Schedule 11.1(e)(ii), no Target Company has (outside the ordinary and normal course of business consistent with past practice and at arm’s length terms and conditions) disposed of, or agreed to dispose of, any Material Asset of its business included in the Locked Box Accounts.
(iii) Except as disclosed in Schedule 11.1(e)(iii), each of the Target Companies has full, unrestricted and unencumbered title to, and possession of, all tangible and intangible assets, which serve, or are destined to serve in accordance with the Business Plan, their respective businesses except for those tangible assets which are leased or those intangible assets which are licensed from persons and companies other than members of the Sellers Group in the ordinary and normal course of business at arm’s length terms and conditions or which are still subject to usual reservations of title by suppliers pending payment.
(iv) The Discharge Amount (excluding interest and any other fees, costs or expenses relating thereto) and any amounts owing under any other financing agreements relating to the Target Companies (other than between the Target Companies) does not exceed: (i) EUR 355,000,000 (in words: Euro three hundred and fifty five million), USD 90,000,000 (in words: US Dollars ninety million) and EUR 1,500,000 (in words: Euro one million five hundred thousand).
(v) No member of the Seller Group owns any real property, tangible or intangible assets, including Intellectual Property Rights or rights (including contracts and agreements) used in any business as currently conducted, or planned to be conducted pursuant to the Business Plan, by any Target Company, and no Target Company requires any supplies and services from any member of the Seller Group in order to carry on its business as currently conducted, or planned to be conducted pursuant to the Business Plan.
The Business Assets. 16.1 Each Group Company has valid title to, a valid interest in or a valid license to all the material assets necessary to carry on its business as currently carried on.
16.2 The properties (including the Properties) and assets of each Group Company together include all properties and assets which are necessary for the Purchaser’s Group to carry on the business of the Group Companies after Completion in the places and substantially in the manner in which it was carried on in the 6 months prior to the date of this Agreement.
The Business Assets. For the purposes of this paragraph 5, an asset shall mean an asset which carries a value in the June 30 Accounts, has been acquired by any Target Company since the Accounts Date or otherwise constitutes a material (defined as any item having a replacement value of £50,000 or more) item of operating plant and machinery used in the business of the Target Companies, but does not include any of the Properties or any Intellectual Property Rights owned or used by the Target Companies.
