ASSET DROP DOWN Sample Clauses

The 'ASSET DROP DOWN' clause defines the process by which specific assets can be selected or designated from a broader list or pool within an agreement. Typically, this clause outlines the criteria, timing, and method for choosing which assets are to be included, such as allowing a party to select certain equipment, intellectual property, or financial instruments from a predefined group. Its core practical function is to provide flexibility and clarity in asset selection, ensuring that both parties understand which assets are subject to the agreement and reducing ambiguity or disputes over asset inclusion.
ASSET DROP DOWN. 2.1 Within thirty (30) days after the date of this Agreement, Seller shall cause to be formed a Washington limited liability company (the "LLC") using the Certificate of Formation in the form attached hereto as EXHIBIT A and Seller shall be, and remain until the Closing, the only member of the LLC and Northland Communications Corporation shall be, and remain until Closing, the only manager of the LLC. 2.2 Subject to the terms and conditions set forth in this Agreement, at least one (1) but not more than two (2) Business Days prior to the Closing Date (the "CONTRIBUTION DATE"), Seller will convey, as a contribution to the capital of the LLC (the "ASSET DROP DOWN"), all of the Assets to the LLC free and clear of all Encumbrances, other than Permitted Encumbrances, and the LLC will assume all of the Assumed Liabilities. The conveyance of the Assets will be made pursuant to the Deed, ▇▇▇▇ of Sale, Assignment and Assumption forms attached hereto as EXHIBITS B, C AND D and acceptance of the Assets and assumption of the Assumed Liabilities shall be pursuant to the same ▇▇▇▇ of Sale, Acceptance and Assumption form attached hereto as EXHIBITS C AND D. At Closing, Northland Communications Corporation shall resign as Manager of the LLC pursuant to the Resignation in the form attached hereto as EXHIBIT E.
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ASSET DROP DOWN. The Company and Operating Company shall use reasonable best efforts to effect and consummate the Asset Drop Down, necessary for the consummation of the Merger and the transactions contemplated hereby and to permit Recap, to participate in the timing and structuring of the Asset Drop Down.
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ASSET DROP DOWN. The consummation of the Asset Drop Down as contemplated in this Agreement will not result in a Material Adverse Effect on the Company.
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ASSET DROP DOWN. The Company and Operating Company shall have consummated the Asset Drop Down.
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ASSET DROP DOWN. (i) Within ten (10) Business Days of the date of this Agreement, Kappa shall file with the Finnish Tax Administration the Drop Down Ruling Request. (ii) Theta and its advisors shall be entitled to participate in all aspects of the Drop Down Ruling Request and Kappa shall keep Theta fully and timely informed with respect to the commencement of, status of, and developments regarding, the Drop Down Ruling Request. Without limiting the foregoing: (1) Kappa shall provide, or cause its legal and tax advisors to provide, Theta and its advisors with a copy of any and all correspondence received from the Finnish Tax Administration with respect to the Drop Down Ruling Request within two (2) days of receipt thereof. (2) Kappa shall provide, or cause its legal and tax advisors to provide, Theta and its advisors with copies of any and all correspondence, additional documents or supplemental submissions Kappa intends to submit or otherwise provide to the Finnish Tax Administration in connection with the Drop Down Ruling Request, to the extent possible, at least five (5) Business Days prior to the date on which such correspondence or submission is due or on which Kappa intends to provide it to the Finnish Tax Administration. Theta and its advisors may provide comments to Kappa with respect to such correspondence or submission, and Kappa shall, or shall cause its advisors to, to the extent not unreasonable, incorporate any such comments prior to submitting or otherwise providing such correspondence or submission to the Finnish Tax Administration. (3) To the fullest extent permitted by applicable Law, Theta and its advisors shall be entitled to participate in any and all formal or informal conferences, teleconferences, video conferences or other discussions or meetings between Kappa and/or its advisors and the Finnish Tax Administration with respect to the Drop Down Ruling Request. Kappa shall take all actions reasonably necessary to allow Theta and its advisors to participate with respect to the Drop Down Ruling Request to the fullest extent possible, including, for the avoiding of doubt, by filing any documents with the Finnish Tax Administration that are necessary to allow Theta and its advisors to so participate. Kappa shall notify Theta and its advisors of any such conferences, teleconferences, video conferences or other discussions or meetings with respect to the Drop Down Ruling Request at least five (5) Business Days prior to the date thereof; provided, however, th...
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ASSET DROP DOWN. The Guarantor consents and agrees that the Company may establish a limited liability company Subsidiary at least ninety-nine percent of the equity of which would be owned by the Company ("Iridium Sub") and transfer to Iridium Sub all or substantially all of the assets of the Company (the "Asset Drop Down"); provided the Iridium Sub shall assume in writing certain of the Company's obligations under this Agreement and the Security Agreement, with the Company remaining subject to the remainder of such obligations, all on terms and conditions mutually agreeable to the Company and the Guarantor.
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Related to ASSET DROP DOWN

  • INTERIM ASSET SERVICING ARRANGEMENT With respect to each asset (or liability) designated from time to time by the Receiver to be serviced by the Assuming Bank pursuant to this Arrangement (such being designated as "Pool Assets"), during the term of this Arrangement, the Assuming Bank shall:

  • Notice to Proceed - Land Acquisition The acquisition of the Land shall not occur until the Director has issued a written Notice to Proceed for land acquisition to the Recipient (the "Notice to Proceed"). Such Notice to Proceed will not be issued until the Director has received a Request to Proceed acceptable to the Director and is assured that the Recipient has complied with all requirements for the approval of a grant under Revised Code Sections 164.20 through 164.27 and any requirements for land acquisition set forth in this Agreement, including without limitation the OPWC's approval of the proposed Deed Restrictions and Title Agent. The Notice to Proceed also shall specify the time frame for the Closing.

  • After-Acquired Property If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item described in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual Property. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.

  • Asset Dispositions, etc The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants or other rights with respect to, all or substantially all of the assets of (a) the Borrower or (b) the Subsidiaries of the Borrower, taken as a whole, except sales of assets between or among the Borrower and Subsidiaries of the Borrower.

  • Sale and Lease-Back Transactions Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred unless (a) the sale of such property is permitted by Section 6.05 and (b) any Capital Lease Obligations, Synthetic Lease Obligations or Liens arising in connection therewith are permitted by Sections 6.01 and 6.02, as the case may be.