The Business Assets. 2.1 Except for the assets covered by the Equipment Leases, the Vendor is the absolute legal and beneficial owner of and has good, marketable and insurable title to all the Business Assets and at Completion full title in all the Business Assets will vest in the Purchaser free from all liens, mortgages, charges, security interests, restrictions, conditions, claims, options, imperfections of title or other encumbrances whatsoever (whether arising by way of statute or otherwise).
The Business Assets. For the purposes of this Section 3.27, a “material asset” shall mean an asset with a book value in the Financial Statements in excess of €200,000 or any two or more assets, whether or not related, with an aggregate book value in the Financial Statements in excess of €500,000.
The Business Assets. (i) For the purposes of this paragraph (e), a Material Asset shall mean an asset with a book value of EUR 500,000 (in words: Euro five hundred thousand) or more.
The Business Assets. To the best of the knowledge, information and belief of the Second Vendor there is no dispute or circumstances likely to give rise to a dispute directly or indirectly relating to all or any of the Business Assets which would materially affect the trading or financial position or prospects of the Business.
The Business Assets a) Save as disclosed in Schedule 9, the SELLER or UCB SPAIN as the case may be, is the exclusive, legal and beneficial owner of the Business Assets and each has the full right, power and authority to transfer (or to cause to be transferred) those assets to the BUYER. Neither SELLER nor UCB SPAIN has disposed of or agreed to dispose of or granted or agreed to grant any option or right of pre-emption in respect of or offered for sale its interest in any of the Business Assets.
The Business Assets. For the purposes of this paragraph 5, a Material Asset shall mean an asset with a book value in the Locked Box Accounts of EUR 1 million or more but does not include any of the Properties.
The Business Assets. For the purposes of this paragraph 5, an “asset” does not include any of the Business Intellectual Property Rights or the Properties.
The Business Assets. For the purposes of this paragraph 5, an asset shall mean an asset which carries a value in the June 30 Accounts, has been acquired by any Target Company since the Accounts Date or otherwise constitutes a material (defined as any item having a replacement value of £50,000 or more) item of operating plant and machinery used in the business of the Target Companies, but does not include any of the Properties or any Intellectual Property Rights owned or used by the Target Companies.
The Business Assets. 16.1 Each Group Company has valid title to, a valid interest in or a valid license to all the material assets necessary to carry on its business as currently carried on.
The Business Assets. For the purposes of this paragraph 5, a material asset shall mean an asset with a book value in the Financial Report on Audit Appraisal Benchmark Date of £500,000 or more.
