Common use of Title to and Condition of Assets Clause in Contracts

Title to and Condition of Assets. (a) All assets (including all intangible assets) owned, held or used by the Company which are included in the Accounts or have otherwise been represented as being the property of the Company: (i) are legally and beneficially owned by it free from any Encumbrance; (ii) are in its possession or under its exclusive control; and (iii) are situated in Singapore. All debts due to the Company which are included in the Accounts or have otherwise been represented as being due to the Company are legally and beneficially owned by it free from any Encumbrance. (b) There is no Encumbrance on, over or affecting the whole or any part of the undertaking, assets or debts of the Company and there is no agreement or commitment to give or create any Encumbrance and no claim has been made by any person to be entitled to any Encumbrance and save for hire-purchases and other lease commitments arising in the ordinary course of business, none of such undertaking, assets or debts are the subject of any factoring arrangement, hire-purchase, conditional sale or credit sale agreement. (c) The Company is able to prove title to all the assets owned by it. (d) The Company has not received any sum, property or benefit the payment or transfer of which is liable to be avoided, or which is liable to be recovered from it, under any rule or law and the Company does not hold any sum, property or right as trustee or constructive trustee. (e) The assets owned by the Company comprise all the assets necessary to enable the Company to carry on its business fully and effectively in the ordinary course as carried on up to the present time and no such assets are used wholly or partly for any purpose other than its business. (f) All assets owned or used by the Company which are subject to a requirement of licensing or registration of ownership possession or use are duly licensed or registered in its sole name. (g) Nothing has occurred or is likely to occur in relation to an asset held by the Company, under a lease or similar agreement, whereby the rental payable has been, or is likely to be, increased, until the date of expiry of the same. (h) All vehicles, if any, owned by the Company (including without limitation, company vehicles used by any of its employees) are registered in its sole name and are duly licensed and insured for all purposes for which they are used, all registration documents relating thereto are in its possession, and all necessary goods vehicle operators’ licences are held by it. (i) The assets registers of the Company comprise a complete and accurate record of all machinery, equipment and vehicles owned, held or used by it and are capable of being reconciled in respect of each item with the book values of such assets in its accounting records, save for items which have fully depreciated. (j) All machinery, equipment and vehicles, if any, owned or used by the Company are in reasonably good and safe repair and condition having regard to their respective age, have been regularly and properly maintained and is in working order, and none is in a dangerous or (in the case of vehicles) unroadworthy condition or in need of renewal or replacement. (k) Where relevant, maintenance contracts are in full force and effect in respect of all assets of the Company which it is normal or prudent to have maintained by independent or specialist contractors and which it is obliged to maintain or repair under any hire purchase, leasing, rental, insurance or other agreement.

Title to and Condition of Assets. (a) All assets (including all intangible assets) owned, held or used by the each Group Company which are included in the Accounts or have otherwise been represented as being the property of the Group Company: (i) are legally and beneficially owned by it free from any Encumbrance; (ii) are in its possession or under its exclusive control; and (iii) are situated in SingaporeSingapore or Malaysia, as the case may be. All debts due to the each Group Company which are included in the Accounts or have otherwise been represented as being due to the Group Company are legally and beneficially owned by it free from any Encumbrance. (b) There is no Encumbrance on, over or affecting the whole or any part of the undertaking, assets or debts of the any Group Company and there is no agreement or commitment to give or create any Encumbrance and no claim has been made by any person to be entitled to any Encumbrance and save for hire-purchases and other lease commitments arising in the ordinary course of business, none of such undertaking, assets or debts are the subject of any factoring arrangement, hire-purchase, conditional sale or credit sale agreement. (c) The Each Group Company is able to prove title to all the assets owned by it. (d) The No Group Company has not received any sum, property or benefit the payment or transfer of which is liable to be avoided, or which is liable to be recovered from it, under any rule or law and the no Group Company does not hold holds any sum, property or right as trustee or constructive trustee. (e) The assets owned by the each Group Company comprise all the assets necessary to enable the Group Company to carry on its business fully and effectively in the ordinary course as carried on up to the present time and no such assets are used wholly or partly for any purpose other than its business. (f) All assets owned or used by the each Group Company which are subject to a requirement of licensing or registration of ownership ownership, possession or use are duly licensed or registered in its sole name. (g) Nothing has occurred or is likely to occur in relation to an asset held by the any Group Company, under a lease or similar agreement, whereby the rental payable has been, or is likely to be, increased, until the date of expiry of the same. (h) All vehicles, if any, vehicles owned by the each Group Company (including without limitation, company vehicles used by any of its employees) are registered in its sole name and are duly licensed and insured for all purposes for which they are used, all registration documents relating thereto are in its possession, and all necessary goods vehicle operators’ licences are held by it. (i) The assets registers of the each Group Company comprise a complete and accurate record of all machinery, equipment and vehicles owned, held or used by it and are capable of being reconciled in respect of each item with the book values of such assets in its accounting records, save for items which have fully depreciated. (j) All machinery, equipment and vehicles, if any, vehicles owned or used by the each Group Company are in reasonably good and safe repair and condition having regard to their respective age, have been regularly and properly maintained and is in working order, and none is in a dangerous or (in the case of vehicles) unroadworthy condition or in need of renewal or replacement. (k) Where relevant, maintenance contracts are in full force and effect in respect of all assets of the each Group Company which it is normal or prudent to have maintained by independent or specialist contractors and which it is obliged to maintain or repair under any hire purchase, leasing, rental, insurance or other agreement.

Title to and Condition of Assets. (a) All assets (including all intangible assets) owned, held or used by the and all debts due to each JV Group Company which are included in the Audited Accounts and the Management Accounts or have otherwise been represented as being the property of the and due to each JV Group Company: (i) are legally and beneficially owned by it free from any Encumbrance; (ii) are in its possession or under its exclusive control; and (iii) are situated in Singapore. All debts due to the Company which are included in the Accounts or have otherwise been represented as being due to the Company are legally and beneficially owned by it free from any Encumbranceits country of incorporation. (b) There is no Encumbrance on, over or affecting the whole or any part of the undertaking, assets or debts of the any JV Group Company (including, where appropriate, its investment in its Subsidiaries or associated companies) and there is no agreement or commitment to give or create any Encumbrance and no claim has been made by any person to be entitled to any Encumbrance and save for hire-purchases and other lease commitments arising in the ordinary course of business, none of such undertaking, assets or debts are the subject of any factoring arrangement, hire-purchase, conditional sale or credit sale agreement. (c) The Each JV Group Company is able to prove title to all the assets owned by it. (d) The Each JV Group Company has not received any sum, property or benefit the payment or transfer of which is liable to be avoided, or which is liable to be recovered from it, under any rule or law and the Company does not hold any sum, property or right as trustee or constructive trustee. (e) The assets owned by the each JV Group Company comprise all the assets necessary to enable the each JV Group Company to carry on its business fully and effectively in the ordinary course as carried on up to the present time and no such assets are used wholly Table of Contents or partly for any purpose other than its business. (f) All assets owned or used by the each JV Group Company which are subject to a requirement of licensing or registration of ownership possession or use are duly licensed or registered in its sole name. (g) All assets owned or used by each JV Group Company of an insurable nature are, and have at all material times been, insured in amounts representing their full replacement or reinstatement value against fire and other risks normally insured against by persons carrying on the same type of business as that carried on by each JV Group Company. (h) Nothing has occurred or is likely to occur in relation to an asset held by the each JV Group Company, under a lease or similar agreementlease, whereby the rental payable has been, or is likely to be, increased, until the date of expiry of the same. (hi) All vehicles, if any, vehicles owned or used by the each JV Group Company (including without limitation, company vehicles used by any of its employees) are registered in its sole name and are duly licensed and insured for all purposes for which they are used, all registration documents relating thereto are in its possession, and all necessary goods vehicle operators’ licences are held by it. (ij) The assets registers of the each JV Group Company comprise a complete and accurate record of all plant, machinery, equipment and vehicles owned, held or used by it and are capable of being reconciled in respect of each item with the book values of such assets in its accounting records, save for items which have fully depreciated. (jk) All plant, machinery, equipment and vehicles, if any, vehicles owned or used by the each JV Group Company are in reasonably good and safe repair and condition having regard to their respective age, have been regularly and properly maintained and is in working order, and none is in a dangerous or (in the case of vehicles) unroadworthy condition or in need of renewal or replacement. (kl) Where relevant, maintenance Maintenance contracts are in full force and effect in respect of all assets of the each JV Group Company which it is normal or prudent to have maintained by independent or specialist contractors and in respect of all assets which it is obliged to maintain or repair under any hire purchase, leasing, rental, insurance or other agreement.