Acquired Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to Buyer, and Buyer shall purchase and accept from Sellers, (i) all of Sellers' rights, title and interests in and to (x) all of the assets, properties, rights and claims of TG Canada relating primarily to the Gasboy line of business, and (y) all of the assets, properties, rights and claims of Gasboy, in each case excluding the Excluded Assets and the Excluded Subsidiaries ((x) and (y) being collectively referred to herein as the "Gasboy Assets") and (ii) all of Sellers' rights, title and interests in and to the Business, including all the assets, properties, rights, and claims of Sellers related to the Business including MSI (other than the Excluded Assets, the Excluded Subsidiaries and the Gasboy Assets), as the same shall exist at the Closing (such rights, title and interests in and to all such assets, properties, rights and claims described in this clause (ii) being collectively referred to herein as the "Tokheim Assets" and, together with the Gasboy Assets, the "Acquired Assets"). The sale and purchase of the Acquired Assets shall be free and clear of all Encumbrances (to the extent applicable as provided in the Sale Order), in each case other than Permitted Encumbrances and Assumed Liabilities. Notwithstanding anything to the contrary contained in this Agreement, the terms Acquired Assets, Assumed Liabilities, Excluded Assets and Excluded Liabilities do not refer to the Excluded Subsidiaries. The Acquired Assets shall include, but not be limited to, all of Sellers' rights, title and interests in and to the assets, properties, rights and claims described in the following clauses (a) through (m) below (except as expressly excluded under Section 1.2 below): (a) All of those items of equipment, machinery, vehicles, tooling, dies, accessories, furniture and other tangible personal property owned by Sellers listed or referred to on Schedule 1.1(a) (which Schedule may include items that are subject to capitalized leases) and any other tangible personal property acquired by Sellers in the ordinary course of business consistent with past practice after the date hereof but prior to the Closing in connection with the Business (collectively, the "Personal Property"). As used in this Agreement, the Personal Property shall not include the fixtures located on real property not included in Real Property or Inventory. (b) All supplies, goods, materials, work in process, inventory and stock in trade owned by Sellers for use or sale in the ordinary course of the Business (collectively, the "Inventory"). (c) The owned real property described on Schedule 1.1
The Properties Attached hereto as Schedule I is the description of certain Land (the "Subject Property"). Effective upon the execution and delivery of this Lease Supplement by Lessor and Lessee, such Land, together with any Building and other improvements thereon or which thereafter may be constructed thereon shall be subject to the terms and provisions of the Lease and Lessor hereby grants, conveys, transfers and assigns to the Related Lessee those interests, rights, titles, estates, powers and privileges provided for in the Lease with respect to the Subject Property.
Customer Equipment “Customer Equipment” means any Customer-owned or provided software, hardware or services that you elect to use in connection with the Service(s). You agree to allow us and our agents the rights to insert CableCARDs and other hardware in the Customer Equipment, send software and/or downloads to the Customer Equipment and install, configure, maintain, inspect and upgrade the Customer Equipment. You warrant you are either the owner of the Customer Equipment or that you have the authority to give us access to the Customer Equipment. You should call Customer Service at ▇-▇▇▇-▇▇▇-▇▇▇▇ to find out if it meets our technical, security and other requirements. We reserve the right to disallow the use of Customer Equipment that we determine is not compatible with our network. We shall have no obligation to provide, maintain, or service Customer Equipment, including, but not limited to, Customer Equipment to which the Company or a third party has sent software or downloads. If you use Customer Equipment, you agree that the following limitation of liability shall apply: THE COMPANY DOES NOT WARRANT THAT CUSTOMER EQUIPMENT WILL ENABLE YOU TO SUCCESSFULLY INSTALL, ACCESS, OPERATE, OR USE THE SERVICE(S). YOU ACKNOWLEDGE THAT ANY SUCH INSTALLATION, ACCESS, OPERATION, OR USE COULD CAUSE CUSTOMER EQUIPMENT TO FAIL TO OPERATE OR COULD CAUSE DAMAGE TO CUSTOMER EQUIPMENT, YOU, YOUR PREMISES OR COMPANY EQUIPMENT. NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, SUPPLIERS OR AGENTS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY SUCH FAILURE OR DAMAGE, INCLUDING LACK OF 911/E911 CAPABILITY OR DIALING ASSOCIATED WITH A SECURITY SYSTEM. YOUR USE OF CUSTOMER EQUIPMENT MAY PREVENT PROVISION OF SERVICE. The foregoing limitation of liability is in addition to and shall not limit any other limitation of liability set forth in this Agreement.
Materials and Equipment Material means property that may be consumed or expended during performance, component parts of a higher assembly, or items that lose their individual identity through incorporation into an end item. Equipment means a tangible item that is functionally complete for its intended purpose, durable, nonexpendable, and needed for performance. Materials and Equipment shall be priced in accordance with the terms of the task order award, contract type, and applicable FAR and agency-specific regulatory supplements. Unless otherwise directed by task order terms and conditions, the Contractor may apply indirect costs to materials and equipment consistent with the Contractor’s usual accounting practices.
Condition of the Contractor’s Property or Equipment The Contractor shall make the Property and/or equipment available to the Judicial Council, pursuant to the terms and conditions set forth in this Agreement. The Contractor shall immediately remedy any problem with the Property’s physical plant or equipment that impairs or diminishes the quality of the Program. The Contractor shall ensure the appropriate hot water, heating, and ventilation is provided at the Property during the Program, inclusive in the prices set forth herein.