UK Assets Sample Clauses

UK Assets. For purposes of this Section 4 and the representations and warranties made by each Seller herein, each and every reference to any asset that constitutes a Purchased Asset, including a Purchased Contract, in the following Sections shall be deemed to include any such asset that is a UK Asset: Section 4(c) (Noncontravention), Section 4(e) (Absence of Certain Developments), Section 4(h)(v) (Condition of Assets and Properties), Section 4(l) (Contracts) and Section 4(r) (Affiliate Interests).
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UK Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, Cascade and Cascade (UK) shall sell, convey, assign, transfer and deliver to the UK Buyer, and the UK Buyer shall purchase, acquire and accept from Cascade and Cascade (UK), with full title guarantee (as that expression is defined by the Law of Property (Miscellaneous Provisions) Act 1994), all of the assets, properties, rights, privileges, claims and contracts of every kind and nature, real and personal, tangible and intangible, absolute or contingent, wherever located, that (i) Cascade owns, leases, licenses or otherwise has an interest in and which are used primarily by the UK Operations and (ii) Cascade (UK) owns, leases, licenses or otherwise has an interest in and which are used by the UK Operations as a going concern (the "UK Assets"); provided, however, the UK Assets shall not include the Excluded UK Assets. Except for the Excluded UK Assets, the UK Assets shall include, but shall not be limited to, the following, in each case as of the Closing Date:
Sample 1
UK Assets. (a) Section 4.11(a) of the Atmel Disclosure Schedule sets forth a true and correct list of Fixed Assets as of the date hereof, including the Transferred Equipment, owned by Atmel UK.
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UK Assets. 1.01(d) ....... .3
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Related to UK Assets

  • Fixed Assets 9 2.10.Leases........................................................10 2.11.Change in Financial Condition and Assets......................10 0.00.

  • Assets The School shall maintain a complete and current inventory of all of its property and shall update the inventory annually. The School shall take all necessary precautions to safeguard assets acquired with public funds.

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Retained Assets Notwithstanding anything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”):

  • Title to Properties and Assets; Liens, Etc Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:

  • Assets and Properties The Borrower and each of its Subsidiaries has good and marketable title to all of its assets and properties (tangible and intangible, real or personal) owned by it and a valid leasehold interest in all of its leased assets (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets), and all such assets and property are free and clear of all Liens, except Liens permitted under Section 7.3(C). Substantially all of the assets and properties owned by, leased to or used by the Borrower and/or each such Subsidiary of the Borrower are in adequate operating condition and repair, ordinary wear and tear excepted. Neither this Agreement nor any other Transaction Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrower or such Subsidiary in and to any of such assets in a manner that would have or could reasonably be expected to have a Material Adverse Effect.

  • Current Assets The term "Current Assets" shall mean, with respect to the Company, cash and other assets that are expected to be converted into cash, sold or exchanged within one year from the Closing Date, including marketable securities, receivables, inventory and current prepayments .

  • Title to Properties and Assets; Liens The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than

  • Accounts Receivable; Inventory (a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account.

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