Examples of Group Company Assets in a sentence
The Group Company Assets are adequate to conduct the business of the Group Companies in all material respects substantially in accordance with past practice.
Since October 3, 2013, the Group Company Assets have been maintained and repaired in all material respects in the same manner as a prudent operator would maintain and repair such assets and have been used by the Group Companies in the ordinary course of business and remain as of the date hereof in suitable and adequate condition for such continued use excluding normal wear and tear.
Except as set forth in Schedule 3.05 of the Disclosure Schedule, there is no agreement, contract or other instrument binding upon any member of the Seller Group, any Group Company, the Business or the Group Company Assets requiring a consent or other action by any Person as a result of the execution, delivery and performance of any Transaction Document.
Each Group Company has furnished to Buyer a list of, and true and complete copies of, all insurance policies relating to the Group Company Assets, the business and operations of the Business and its officers and employees.
Except in the case of fraud or willful or intentional misconduct or as required by Applicable Law, neither Buyer nor Seller, after the consummation of the Closing, shall have the right to rescind the purchase and sale of the Group Company Assets.
There are no developments affecting any of the Group Company Assets pending or, to the best knowledge of any Group Company, threatened, which might materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of such Group Company Assets.
Each member of Seller Group hereby agrees that the foregoing agreements shall apply mutatis mutandis with respect to the other Group Companies and the other Group Company Assets and agrees to cause its Affiliates to take such actions as necessary or desirable to give effect to such agreements.
The books of account and other financial records, minute books, share record books, and other records of the Group Companies and of the Seller Group and its Affiliates relating to the Group Company Assets or the Business (the “Books and Records”) are true and complete and have been maintained in accordance with sound business practices.
Schedule 3.18 of the Disclosure Schedule correctly describes each material license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the Group Company Assets or the Business (the “Permits”) together with the name of the Governmental Authority issuing such Permit.
There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against any Group Company that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Group Company Assets or the Business or that in any manner seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated by the Transaction Documents.