Common use of Target Assets Clause in Contracts

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.