Business and Assets. Xxxxxx Holdco shall not, and Executive shall cause Xxxxxx Holdco not to, have any assets or liabilities other than (i) Shares of the Company, (ii) its rights and obligations under this Agreement and the Xxxxxx Loan Agreement, (iii) cash and cash equivalents and (iv) receivables from one or more of its Affiliates.
Business and Assets. Sponsor Holdings shall not have any assets or liabilities other than (i) Shares or other Securities of the Company, (ii) its rights and obligations under this Agreement, the Sponsor Holdings Investment Agreement, the Note Purchase Agreement and the Notes, (iii) cash and cash equivalents and other investments permitted under the Note Documents, including the Notes, and letters of credit (in form and substance reasonable satisfactory to SHUSA) and financing guarantees from the Original Sponsor Holdings Investors (in form and substance reasonable satisfactory to SHUSA) and (iv) other immaterial liabilities and obligations incidental to the foregoing.
Business and Assets. There exist no agreements or --------------------- arrangements for the sale by Seller of the Business (including, without limitation, calls on or other rights in favor of Persons other than Seller to purchase such Business and Assets whether or not the same are currently being exercised).
Business and Assets. GINSMS does not carry on any business, not does it have any fixed, tangible or intangible assets.
Business and Assets. The New Acquirer shall not have any assets or liabilities other than (i) Shares or other Securities of the Company, (ii) its rights and obligations under this Agreement, the New Acquirer Investment Agreement, the Note Purchase Agreement and the Notes (iii) cash and cash equivalents and other investments permitted under the Note Documents, including the Notes, and letters of credit (in form and substance reasonable satisfactory to SHUSA) and financing guarantees from the Original Investors (in form and substance reasonable satisfactory to SHUSA) and (iv) other immaterial liabilities and obligations incidental to the foregoing.
Business and Assets. For the purposes of this paragraph 12 only, a "material asset" means an asset (other than any IP or immovable properties contemplated in paragraph 14) with a book value in the 2020 Accounts and/or the Management Accounts of, or one acquired since then at a purchase price of, more than R1,500,000.
Business and Assets. (a) There is no pending, or to Vendor’s Knowledge threatened, product recall by any authorised regulator in respect of the Products, nor is the Vendor aware of any circumstances that could reasonably give rise to a Product recall.
Business and Assets. The Business is the only business operation currently carried on by the Targets. Except as does not materially impact the Business, the properties and assets, whether tangible or intangible, of the Targets are in reasonable condition and state of repair and are sufficient to operate the Business as currently conducted. Each Target has good and marketable title to, valid and enforceable leasehold interests in, or a valid and enforceable license to, all of its tangible assets and properties that are material to the Business, free and clear of all Liens (other than Statutory Liens and Permitted Liens). Each Target has good and marketable title to all other assets owned by it that are material to the Business, in each case free and clear of any Liens (other than Statutory Liens and Permitted Liens). This Section 3.05 does not apply to Intellectual Property, which is addressed exclusively in Section 3.06 or real property matters, which are addressed exclusively in Section 3.16.
Business and Assets. 8.1 Since the Accounts Date, the Business of each Body Corporate has been carried on in the ordinary and usual course and, without limitation, there has not been:
Business and Assets. The business and assets of the Company shall not have been adversely affected prior to the applicable Closing; and the President and Treasurer of the Company shall, on behalf of the Company, deliver to the Purchasers at such Closing Date a certificate to such effect, dated as of the applicable Closing Date.
