Common use of Assets and Charges Clause in Contracts

Assets and Charges. (1) Except for current assets disposed of by the Company in the ordinary course of its business the Company is the legal and beneficial owner of and has good title to all assets included in the Audited Accounts and all assets which have been acquired by the Company since the Balance Sheet Date and no such asset nor any of the undertaking goodwill or uncalled capital of the Company is subject to any encumbrance or any agreement or commitment to give or create any encumbrance.

Appears in 2 contracts

Samples: Share Sale and Purchase Agreement (SGS International, Inc.), Share Sale and Purchase Agreement (SGS International, Inc.)

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Assets and Charges. (1a) Except for current assets disposed of by the Company in the ordinary course of its business business, the Company is the legal and beneficial owner of and has good marketable title to (i) all assets included reflected in the Audited Accounts Reference Pro Forma Financial Statements and (ii) all assets which have been acquired by the Company since the Balance Sheet Date and Reference Date. With respect to such assets no such asset Lien or encumbrance is outstanding nor any of the undertaking goodwill or uncalled capital of the Company is subject to any encumbrance or there any agreement or commitment to give or create or allow any encumbranceLien or encumbrance over or in respect of the whole or any part of the assets of the Company.

Appears in 1 contract

Samples: Quota Sale and Purchase Agreement (Sevcon, Inc.)

Assets and Charges. (1a) Except So far as the Vendor is aware except for current assets disposed of by the Company in the ordinary course of its business the Company is the legal and beneficial owner of and has good marketable title to all assets included in the Audited Accounts and all assets which have been acquired by the Company since the Balance Sheet Date and no such asset asset, nor any of the undertaking undertaking, goodwill or uncalled capital of the Company is subject to any encumbrance Encumbrance or any agreement or commitment to give or create any encumbranceEncumbrance.

Appears in 1 contract

Samples: Agreement (Smtek International Inc)

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Assets and Charges. (1) 13.8.1. Except for current assets disposed of by the Company in the ordinary and usual course of its business business, the Company is the legal owner legally and beneficial owner beneficially of and has good marketable title to all assets included in the Audited Accounts and all assets which have been acquired by the Company since the Balance Sheet Date and no such asset nor any assets represent all of the undertaking goodwill assets used or uncalled capital useable in connection with the business of the Company is subject to any encumbrance or any agreement or commitment to give or create any encumbranceCompany.

Appears in 1 contract

Samples: Acquisition Agreement (Tiger Telematics Inc)

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