Target Assets Clause Samples
The Target Assets clause defines the specific assets that are being transferred, sold, or otherwise dealt with under the agreement. It typically lists or describes the assets in detail, such as equipment, inventory, intellectual property, or contracts, to ensure there is no ambiguity about what is included in the transaction. By clearly identifying the assets involved, this clause prevents misunderstandings and disputes over what is being transferred, ensuring both parties have a mutual understanding of the scope of the deal.
Target Assets. 2.1 The Company hereby agrees, and hereby grants irrevocably and without any additional conditions, the WFOE an option to require, under any of the following circumstances, the Company to transfer to the WFOE or the Nominated Entity part or all (subject to the WFOE’s specific requirements) of the equity of the Company held by the Company (the “Target Assets”) (the “Assets Purchase Option”):
2.1.1 the WFOE and/or the Nominated Entity is permitted to lawfully own all or part of the Target Assets subject to PRC laws and administrative regulations.
2.1.2 Subject to permission by PRC laws and regulations, any other circumstances as the WFOE deems, at its sole discretion, to be appropriate or necessary.
2.2 The Existing Shareholders hereby agrees the Company to grant to the WFOE the Assets Purchase Option.
2.3 The WFOE shall have the right to exercise at any time all or part of its Assets Purchase Option to obtain all or part of the Target Assets, without any limitation on how many times the option will be exercised.
2.4 The WFOE shall have the right to nominate any third entity to obtain part or all of the Target Assets, which shall not be refused by the Company or Existing Shareholders who shall transfer to the Nominated Entity part or all of the Target Assets as required by the WFOE.
2.5 Prior to transfer of the Target Assets to the WFOE or the Nominated Entity subject to this Agreement, and without the WFOE’s prior written consent, neither the Company nor the Existing Shareholders shall transfer the Target Assets, or pledge, hypothecate or otherwise encumber any of the Target Assets.
Target Assets. 2.1 The Company hereby agrees and irrevocably, unconditionally and exclusively grants the WFOE an option to require the Company to transfer any and all of the assets of the Company (“Target Assets”) to the WFOE or the Designee, in whole or in part, subject to the WFOE’s specific requirements (“Assets Transfer Option”), in the following circumstances:
2.1.1 The WFOE and/or the Designee are permitted to own lawfully all or part of the Target Assets under the PRC laws and regulations; or
2.1.2 Any other circumstances deemed as appropriate or necessary by the WFOE in its sole discretion.
2.2 The Shareholders hereby agrees the Company to grant this option.
2.3 The WFOE shall have the right to exercise its purchase right in whole or in part and to acquire the Target Assets in whole or in part without any limit at any time and from time to time.
2.4 The WFOE may designate any third party to acquire the Target Equity in whole or in part and the Company and the Shareholders shall not refuse and shall transfer the Target Assets in whole or in part to such Designee as requested by the WFOE.
2.5 Prior to the transfer of the Target Assets to the WFOE or the Designee according to this Agreement, the Company and the Shareholders shall not transfer the Target Assets without the WFOE’s prior written consent.
Target Assets. 1.1 The sellers shall sell all of the assets listed in Annex 3 hereto (“Target Assets”) to the buyer in accordance with the terms and conditions of this Agreement;
1.2 The buyer and the sellers will determine the final list of target assets by way of stock-taking.
Target Assets. 1.1 The Seller shall, subject to the terms and conditions herein, sell to the Purchaser the Target Assets set forth in Appendix 2, i.e., the equity interests in the Target Companies owned by the Seller, the specific scope of which shall be subject to the scope of Appraised Asset as set forth in the corresponding Valuation Report.
Target Assets. 2.1 Sungy Data shall have the right to require Guangzhou Hengye and its subsidiaries to transfer any and all of the assets of Guangzhou Hengye and its subsidiaries (“Target Assets”) to the WFOE or a third party designated by Sungy Data (“Designee”), in whole or in part, subject to the Sungy Data’s specific requirements (“Assets Transfer Option”), and Guangzhou Hengye shall (and shall urge its subsidiaries ) transfer the Target Assets to the WOFE and/or the Designee in accordance with the Sungy Data’s requirements under the following circumstances:
2.1.1 The WFOE and/or the Designee can legally own all or part of the Target Assets under the laws of China and administrative regulations; or
2.1.2 Any other circumstances deemed as appropriate or necessary by Sungy Data in its sole discretion.
2.2 The WFOE shall have the right to exercise its purchase right in whole or in part and to acquire the Target Assets in whole or in part without any limit at any time and from time to time.
2.3 Sungy Data may designate any third party to acquire the Target Equity in whole or in part and Guangzhou Hengye shall not (and shall urge its subsidiaries not) refuse and shall transfer the Target Assets in whole or in part to such Designee as requested by Sungy Data.
2.4 Prior to the transfer of the Target Assets to the WFOE or the Designee according to this Agreement, Guangzhou Hengye shall not (and shall urge its subsidiaries not) transfer the Target Assets without Sungy Data’s prior written consent.
Target Assets. 1.1 The target assets of this acquisition are all assets legally owned by Party B (for details, please refer to Annex 1, “List of Target Assets”), including but not limited to fixed assets, intangible assets, current assets (such as inventory, accounts receivable, etc.) and all rights and interests related to such assets (excluding Party B’s external debts and contingent liabilities, which shall be borne by Party B).
1.2 The quantity, quality, specifications, ownership status, etc. of the target assets shall be based on the “Asset Appraisal Report” and the attached “List of Target Assets” issued by Party B. Party A has fully understood and verified the target assets and voluntarily acquires such assets in accordance with the provisions of this Agreement, and will not raise any objections due to the actual condition of the target assets (if consistent with the “Asset Appraisal Report”).
1.3 Party B warrants that the target assets are free from any undisclosed defects in title, mortgages, pledges, seizures, freezes, or other restrictions on transfer, and that there are no third-party claims, ownership disputes, lawsuits, arbitrations, or other conflicts. If any of the above situations exist, Party B shall bear full responsibility and compensate Party A for all losses suffered as a result.
Target Assets. Multifamily, office, mixed use office (i.e., properties that are primarily office, including commercial office properties with a retail, parking, self-storage or other component), retail, industrial, healthcare and lodging properties, as well as preferred equity or debt instruments secured by mortgages on these types of properties, B pieces or mezzanine loans secured by pledges of equity interests in entities that own these types of properties or other forms of subordinate debt in connection with these types of properties.
Target Assets. The basic information of the Target Assets and the capitalization structure of the Target Company are as set forth in Exhibit 1 hereto.
Target Assets. 1.1 The target asset of the Transaction is 100% equity interests in the Target, other than the Excluded Assets set forth under Article 1.2 of this Agreement (the “Target Assets”).
1.2 As contemplated in the Transaction, certain assets owned by the Target (including without limitation the Qingfeng Line of Yulin-Jinan Pipeline, Office Building Properties, and ancillary facilities of Henan Management Office, collectively hereinafter the “Excluded Assets”) are not included in the scope of the appraisal for 100% equity interests in the Target and, as of the date hereof, the Target has entered into an agreement with certain Third Party in relation to the sale of the Excluded Assets (the “Excluded Assets Sale Agreement”), pursuant to which the Target will receive consideration of RMB179,139,100 for the sale of the Excluded Assets (the “Sale Price of the Excluded Assets”) prior to the Closing of the Transaction.
Target Assets. The target assets refer to the 19,500,000 shares of Opera held by Party B, namely 8.47% of Opera’s outstanding shares.