Existing Assets Sample Clauses

Existing Assets. All property, including financial assets, of the Parties and Participants hereto shall remain the property of such individual Parties and Participants unless transferred to the Authority by appropriate instrument.
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Existing Assets. (i) Create, incur or assume, or permit any of its Subsidiaries to create, incur or assume, any Non-Recourse Debt secured by any of the Existing Assets, (ii) grant any Lien on any of the Existing Assets to secure any Non-Recourse Debt, or (iii) transfer any of the Existing Assets to any Non-Recourse Subsidiary (the matters referred to in clauses (i), (ii) and (iii) of this sentence being herein referred to as “Existing Asset Transactions”), provided that this Section 5.2(o) shall not prohibit Existing Asset Transactions if the aggregate fair market value (determined as of the Effective Date) of all Existing Assets that are subject to Existing Asset Transactions does not exceed $250,000,000 in the aggregate at any time. For the avoidance of doubt, Existing Assets shall cease to be considered subject to an Existing Asset Transaction if (x) with respect to clauses (i) and (ii) above, such Existing Assets cease to secure Non-Recourse Debt and (y) with respect to clause (iii) above, such Existing Assets have been transferred back to TWC or a Subsidiary of TWC (other than a Non-Recourse Subsidiary). Notwithstanding the foregoing, if Existing Assets that are subject to Existing Asset Transactions are transferred in connection with a foreclosure or in lieu of foreclosure upon Non-Recourse Debt, then they will be deemed to continue being subject to Existing Asset Transactions.
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Existing Assets. Amdocs agrees to [**].
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Existing Assets. Each Company shall transfer its undivided right, title, and interest in the property described on Exhibit “H” hereto (the “Existing Assets”).
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Existing Assets. (a) To Licensors’ Knowledge, there are no claims, judgments, or settlements against, or amounts with respect thereto, owed by Licensors or any of their Affiliates relating to the Existing Patents, the Existing Know-How, or the Identified Existing Regulatory Documentation. Additionally, no claim or litigation has been brought or, to Licensors’ Knowledge, threatened, by any Person against Licensors or any of their Affiliates alleging, and Licensors has no Knowledge of any claim, whether or not asserted, that (i) the Existing Patents are invalid or unenforceable or (ii) the Existing Patents, the Existing Know-How, or the Identified Existing Regulatory Documentation or the disclosing, copying, making, assigning, or licensing of the Existing Patents, the Existing Know-How, or the Identified Existing Regulatory Documentation violates, infringes, or otherwise conflicts or interferes with, or would violate, infringe, or otherwise conflict or interfere with, any intellectual property or proprietary right of any Person. (b) Licensors and their controlled Affiliates are the sole and exclusive owners of the entire right, title and interest in and to the Existing Patents, the Existing Know-How, and the Existing Regulatory Documentation. (c) Licensors have the full right, power and authority to grant or cause to be granted all of the rights, title and interests in the licenses purported to be granted to Licensee under this Agreement; (d) To Licensors’ Knowledge, no Person is infringing or threatening to infringe or misappropriating or threatening to misappropriate the Existing Patents, the Existing Know-How, or the Identified Existing Regulatory Documentation. (e) To Licensors’ Knowledge, the conception, development, and reduction to practice of the Existing Patents and the Inventions claimed thereby, the Existing Know-How, and the Identified Existing Regulatory Documentation have not constituted or involved the misappropriation of trade secrets or other rights or property of any Person. (f) To Licensors’ Knowledge, (i) the Existing Patents have been diligently prosecuted in the respective patent offices in accordance with applicable Law; and (ii) the Existing Patents have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment. (g) To Licensors’ Knowledge, in respect of any pending patent applications included in the Existing Patents, Licensors or one or more of their Affiliates have presented all re...
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Existing Assets. Debtor owns no other assets or property, tangible and intangible, other than the Collateral described herein, and Debtor shall not acquire any right, title, or interest in any other assets or property, tangible and intangible, beyond the Collateral described herein, without the Secured Party's prior written consent.
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Related to Existing Assets

  • Remaining Assets In the event that the School closes, the School shall return any remaining public assets to the State, provided that any outstanding obligations of the School are fulfilled first pursuant to Sec. 302D-19, HRS.

  • Purchased Assets Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest of Seller in, to and under the following properties (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all ▇▇▇▇▇▇▇ money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”); and (h) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associations.

  • Acquired Assets (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title to all of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims. (c) The Acquired Assets are not subject to any material liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired Assets. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

  • Commingling Assets The assets of your IRA cannot be commingled with other property except in a common trust fund or common investment fund.

  • Assets and Properties (a) The Company and its Subsidiaries have good title to, or a valid leasehold interest in or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company and its Subsidiaries as of August 27, 2005 or acquired after the date thereof, free and clear of all Liens (other than properties and assets disposed of in the ordinary course of business since August 27, 2005, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on the business of the Company and its Subsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.