No Sale/Encumbrances Sample Clauses

No Sale/Encumbrances. Without prior consultation of the IP Committee at least thirty (30) days prior to entering into any binding agreement, Company shall not: (i) sell, lease, sublease, license, sublicense or dispose of in any manner; or (ii) pledge, assign or grant any security interest in and to, the Inventions and Patents, or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 financing statements to be filed with respect thereto (each, a, “Disposition”). The IP Committee shall have the right to consult with (and participate in Board meetings), the Board concerning any decision of the Board with respect to a Disposition. Notwithstanding the foregoing, statutory possessory liens incurred in the ordinary course of Company’s business and liens arising from the entry of any judgment against Company which is vacated or superseded within the time provided by any applicable Laws shall not be a violation of this covenant. The IP Committee shall consist of not less than three (3) members. Initially, the IP Committee shall consist of: (i) ▇▇▇▇ ▇▇▇▇▇▇ (“Board Committee Member”); (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (“Legal Committee Member”); and (iii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“Inventor Committee Member”). (i) the Board Committee Member shall be appointed by the Board; (ii) the Legal Committee Member shall be the general counsel or principal outside counsel of Company; and (iii) Inventor Committee Member shall be appointed by the legal representative or the heirs, successors and assigns of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (provided, however, if there is more than one (1) heir, successor and assign, the appointment shall be made by the heir, successor and assign entitled to the greatest percentage of the Royalties paid, or to be paid, hereunder). The IP Committee shall select one of its members as the Chairman, and shall hold its meetings at such times and places as it shall deem advisable. At least two (2) members shall constitute a quorum (one of which must be the Inventor Committee Member), and all determinations of the IP Committee shall be made by a majority of its members who are present. Any decision or determination reduced to writing and signed by a majority of all of the members shall be fully as effective as if made by a majority vote at a meeting duly called and held. The IP Committee may appoint a Secretary, shall keep minutes of its meetings, and may make such rules and regulations for the conduct of its business and for the carrying out of its responsibilities as it sh...
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No Sale/Encumbrances. Except as set forth in the Credit Agreement, Grantor agrees that the sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or other transfer of the Property and Improvements, or any part thereof, without the written consent of Lenders, shall constitute an event allowing Lender to declare the Obligations immediately due and payable without notice of intention to accelerate, notice of acceleration or any other notice or demand.
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No Sale/Encumbrances. (a) Without prior consultation of the Board at least thirty (30) days prior to entering into any binding agreement, Buyer shall not: (i) sell, lease, sublease, license, sublicense or dispose of in any manner; or (ii) pledge, assign or grant any security interest in and to, the Technology, or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 financing statements to be filed with respect thereto (each, a, “Disposition”). (b) Notwithstanding the foregoing, statutory possessory liens incurred in the ordinary course of ▇▇▇▇▇’s business and liens arising from the entry of any judgment against Buyer which is vacated or superseded within the time provided by any applicable Laws shall not be a violation of this covenant.
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Related to No Sale/Encumbrances

  • No Sale/Encumbrance (a) Except as provided in Section 7.3 below, Borrower shall not cause or permit a Sale or Pledge of the Property or any part thereof or any legal or beneficial interest therein nor permit a Sale or Pledge of an interest in any Restricted Party (in each case, a “Prohibited Transfer”), without the prior written consent of Lender, other than (i) pursuant to Leases of space in the Improvements to Tenants in accordance with the provisions of Section 5.13, (ii) capital leases and other debt permitted under Section 6.1(vii) hereof, (iii) the licensing of rights to a Taxable REIT Subsidiary of sponsor that is owned, directly or indirectly, in whole or in part, by Borrower Principal to operate any health club or concierge or to provide other services at the Property, and (iv) exercise of development rights, including, without limitation, entering into reciprocal easement and similar agreements and covenants running to the benefit of Governmental Authorities and other third parties in accordance with this Agreement. (b) A Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions (other than mergers and dissolutions that maintain the chain of ownership of the Borrower); (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; or (vii) the removal or the resignation of Manager (including, without limitation, an Affiliated Manager) other than in accordance with Section 5.14 or the Management Agreement.

  • Title; Encumbrances Is the Property sold subject to any Encumbrances? No Yes, listed below: ■ WARNING TO SELLER: You are required to disclose all Title Encumbrances which will remain after settlement (for example, easements on your title and statutory easements for sewerage and drainage which may not appear on a title search). Failure to disclose these may entitle the Buyer to terminate the contract or to compensation. It is NOT sufficient to state "refer to title", "search will reveal", or similar. TENANTS NAME: ■ If the property is sold with vacant possession from settlement, insert 'Nil'. Otherwise complete details from Residential Tenancy Agreement. TERM AND OPTIONS: STARTING DATE OF TERM: ENDING DATE OF TERM: RENT: BOND: $ $ PROPERTY MANAGER: ADDRESS: SUBURB: STATE: POSTCODE: PHONE: FAX: MOBILE: EMAIL:

  • Taxes; Encumbrances At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted pursuant to Section 6.02 of the Credit Agreement, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this Section 4.06 shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

  • Encumbrances Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume, suffer or permit to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, except: (a) the security interests and liens of Collateral Agent for itself and the benefit of Lenders; (b) liens securing the payment of taxes, either not yet overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, as the case may be and with respect to which adequate reserves have been set aside on its books; (c) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s or such Subsidiary’s business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower or such Subsidiary as presently conducted thereon or materially impair the value of the real property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate not to exceed $15,000,000 in the aggregate at any time outstanding so long as such interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (f) liens or rights of setoffs or credit balances of Borrower with Credit Card Processors as a result of fees and chargebacks; (g) deposits of cash with the owner or lessor of retail store locations leased and operated by Borrower in the ordinary course of the business of Borrower to secure the performance by Borrower of its obligations under the terms of the lease for such premises; (h) liens on assets of Borrower to secure indebtedness of Borrower permitted under Section 9.9(d) below, provided, that, such liens shall be junior and subordinate to the liens of Collateral Agent on terms and conditions acceptable to Collateral Agent; (i) pledges and deposits of cash, Cash Equivalents or investment securities by Borrower to secure indebtedness of Borrower permitted under Section 9.9(g) hereof; provided, that, (i) the aggregate amount so pledged or deposited, together with the amount of all Letter of Credit Accommodations issued in connection with any Hedging Agreements, shall not in the aggregate exceed $2,500,000, (ii) as of each of the thirty (30) days immediately preceding the date of such pledge or deposit and after giving effect thereto, Excess Availability shall not be less than $4,000,000, (iii) such pledge or deposit (or the right to demand such pledge or deposit) shall be required by the other party to the Hedging Agreement as a condition to it entering into such contract with Borrower and Administrative Agent shall have received evidence thereof in form and substance satisfactory to Administrative Agent and (iv) as of the date of such pledge or deposit and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (j) the security interests and liens set forth on Schedule 8.4 to the Information Certificate.

  • No Encumbrances Borrower has good and indefeasible title to the Collateral, free and clear of Liens except for Permitted Liens.