Operation of Agreement This Agreement will be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement will not be operative unless and until a Change in Control occurs. Upon the occurrence of a Change in Control at any time during the Term, without further action, this Agreement shall become immediately operative.
Location of Assets No Obligor carries on business, has an office or owns any properties or assets located, outside of the Permitted Jurisdictions.
Description of Assets On the terms and subject to the conditions of this Agreement, Seller will, on the Closing Date (as defined in Section 3.1), grant, convey, sell, transfer and assign to Buyer all of Seller's right, title and interest in and to the following assets, properties and contractual rights, wherever located, subject to the exclusions set forth in Section 1.2: (a) the Land, including, but not limited to, (i) all buildings, fixtures, and personalty located thereon, (ii) easements, interests, rights, tenements, hereditaments, and appurtenances relating to the Land or any improvements thereon, or relating principally to the Business, (iii) all mineral, water, and irrigation rights, if any, (iv) Seller's interests, if any, in any roadway adjoining the Land, (v) any rights or interests that may accrue to the benefit of Seller or the Land as a result of the abandonment thereof and (vi) with respect to the leased Land (the "Leased Land"), Seller's leasehold interest in and to the Leased Land and improvements thereon that are the subject of the Real Estate Lease (as defined in Section 5.5(b)(iv)) upon the terms set forth herein; (b) subject to Section 1.3, all permits, licenses, authorizations, registrations, franchises, consents and approvals of every kind necessary to operate the Business (the "Permits"), including, without limitation, the Permits listed on SCHEDULE 1.1(b); (c) all equipment, including containers used or for use principally in the Business and owned or leased by Seller (the "Equipment") including, without limitation, the Equipment listed on SCHEDULE 1.1(c); (d) all of the motor vehicles, including pick-up trucks and other service related vehicles used or for use principally in the Business and owned by Seller and all attachments, accessories and materials handling equipment now located in or on such motor vehicles, including all radios and the radio base station, if any (the "Rolling Stock"), as the same are described on SCHEDULE 1.1(d): (e) all customer information, and transferable software and programs related to ▇▇▇▇▇▇▇▇ used or for use exclusively in the Business; (f) all of Seller's inventory of supplies, parts, tires and accessories of every kind, nature, and description used or for use principally in the Business (the "Inventory"); (g) all right, title and interest of Seller in and to all trade secrets, intellectual property rights, patents, copyrights, inventions, symbols, trademarks, service marks, logos and trade names used exclusively in the Business and owned by Seller except (subject to Section 4.1) those symbols, trademarks, service marks, logos and trade names that include the names of or otherwise identify Seller or Seller Parent or any affiliate thereof; (h) all contractual rights of Seller with Seller's customers (whether oral or in writing) principally relating to the Business (the "Customer Contracts"), all commitments, lists, and other instruments relating to the Customer Contracts (the "Related Approvals") and the Assumed Leases (as defined in Section 5.4(c)) (collectively, the "Assumed Contracts") (a complete and accurate list of all of the Assumed Contracts is set forth on SCHEDULE 1.1(h)), and the Material Contracts (as hereinafter defined in Section 1.3(b)) are marked with an asterisk; (i) the names listed on SCHEDULE 1.1(i) and the right to use such names and all similar names in the State(s) listed thereon (the "Business Names"); (j) the telephone number(s) used principally in the operation of the Business; (k) all of Seller's shop tools, nuts and bolts relating principally to the Business; (l) all recycling equipment used principally in the Business, if any; (m) all books and records relating exclusively to the Business, including, without limitation, customer lists and vendor lists. (n) all litigation rights to which Seller is a plaintiff as described in SCHEDULE 5.10: (o) the cash on hand or on deposit with Buyer as set forth in Section 1.4; and (p) all of the goodwill of the Business; (q) all the non-competes, confidentiality agreements or similar contracts benefitting Seller and relating to the Business listed on Schedule 1.1(q) (the "Covenants"). All of the foregoing assets, properties and contractual rights are hereinafter sometimes collectively called the "Assets."
Distribution of Assets In case the Company shall declare or make any distribution of its assets (including cash) to holders of Common Stock as a partial liquidating dividend, by way of return of capital or otherwise, then, after the date of record for determining shareholders entitled to such distribution, but prior to the date of distribution, the holder of this Warrant shall be entitled upon exercise of this Warrant for the purchase of any or all of the shares of Common Stock subject hereto, to receive the amount of such assets which would have been payable to the holder had such holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such distribution.
COMPLETION OF AGREEMENT This document comprises the entire agreement between the District and the Association in the matters lawfully within the scope of negotiation. Neither party shall have any obligation to meet and negotiate during the term of this agreement.