Major Assets Clause Samples
Major Assets. (1) Except for the information disclosed to the Investor, the Company owns or has the legal right to use all properties and assets currently used or proposed to be used in the conduct of the business, including equipment, real properties, inventories, Intellectual Property, accounts receivable and contractual rights, and such assets are free and clear of any encumbrance.
(2) All equipment of the Company is in good operational and maintenance condition, properly maintained according to the customary standard of the industry (with due regard to the service life and normal wear and tear) and is sufficiently adequate for its current purpose of use.
Major Assets. 8.1 Except those recorded in the financial statements or disclosed to the Transferee in writing, the Group Companies are not interested in or in possession of/using any land or properties;
8.2 Major assets required for daily operation of the Group Companies have been included in the accounts of the Group Companies, including but not limited to the right to use the land, housing ownership, fixed assets and Intellectual Property Rights etc;
8.3 Except for the written disclosure that has been made to the Transferee, the forgoing major assets are legally owned, controlled, used, managed and operated by relevant Group Companies, with clear ownership and free of any third-party claim or any other property dispute or potential property dispute;
8.4 Except for the written disclosure that has been made to the Transferee, there is no security including any mortgage, pledge and lien and other restriction on exercise of rights in the forgoing major assets, nor any litigation or arbitration in respect of the forgoing major assets; the approvals, registrations and other procedures required for the forgoing major assets have been obtained or completed and remain valid;
8.5 Except for the written disclosure that has been made to the Transferee, Group Companies’ leasing of relevant land and housing are carried out based on valid lease contracts or agreements. Such land and housing are in normal use; the lessor legally owns corresponding rights and interests in the forgoing land and housing and has the right to rent out the forgoing land and housing; the Group Companies have timely paid relevant fee as agreed. The Group Companies have no pending or potential disputes with the lessor;
8.6 Office equipment and vehicles used by the Group Companies and related to their business are under normal repair and maintenance and can be used for the business of the Group Companies.
8.7 The Group Companies do not share any facilities, places or assets with or provide any facilities, places or assets for any company or individual other than the Group Companies and the Transferor.
Major Assets. (a) The Seller has disclosed all properties and assets (“assets”) used or intended to be used by the Company in its business or otherwise occupied or used by it, as well as the ownership of the Company.
(b) The Company legally owns or has the right to use these assets. The Company has the legal, valid and exclusive ownership and use right of all the assets.
(c) The Company has always maintained its assets in accordance with good industry practices. Except for wear and tear during normal use, all assets are in good operating and maintenance conditions and are suitable for their current and planned use.
(d) The Company’s ownership of the assets, or the right to use and lease the rental assets, will not incur any penalty or other adverse consequences due to the completion of the transactions under this Agreement, including but not limited to any increase in costs caused or incurred by the completion of the transactions contemplated by this Agreement.
Major Assets acquire or dispose of any asset (or several assets pursuant to a single contract) at a purchase or sale price of greater than US$500,000;