Properties and Contracts Clause Samples
The 'Properties and Contracts' clause defines the rights and obligations of the parties regarding ownership, use, or transfer of property and the associated contractual agreements. Typically, this clause outlines which assets or intellectual property are covered, how they may be used or transferred, and any restrictions or conditions that apply. For example, it may specify whether property developed during a contract remains with the creator or is assigned to the client. Its core function is to ensure clarity and prevent disputes by explicitly stating how property and contractual rights are handled between the parties.
Properties and Contracts. Except for Contracts evidencing Loans made by Waterloo or any Waterloo Subsidiary in the Ordinary Course of Business, Schedule 4.19 lists or describes the following with respect to Waterloo and each Waterloo Subsidiary:
(a) all real property owned by Waterloo and each Waterloo Subsidiary and the principal buildings and structures located thereon, together with the address of such real estate, and each lease of real property to which Waterloo and each Waterloo Subsidiary is a party, identifying the parties thereto, the annual rental payable, the expiration date thereof and a brief description of the property covered, and in each case of either owned or leased real property, the proper identification, if applicable, of each such property as a branch or main office or other office of Waterloo or such Waterloo Subsidiary;
(b) all loan and credit agreements, conditional sales contracts or other title retention agreements or security agreements relating to money borrowed by Waterloo or any Waterloo Subsidiary, exclusive of deposit agreements with customers of Waterloo entered into in the Ordinary Course of Business, agreements for the purchase of federal funds and repurchase agreements;
(c) each Contract that involves the performance of services or delivery of goods or materials by Waterloo or any Waterloo Subsidiary (i) of an amount or value in excess of $25,000 or (ii) that substantially restricts Waterloo’s actions or those of any Waterloo Subsidiary;
(d) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures of or receipts by Waterloo or any Waterloo Subsidiary in excess of $25,000;
(e) each Contract not, referred to elsewhere in this Section 4.19 that:
(i) relates to the future purchase of goods or services that materially exceeds the requirements of Waterloo’s or any Waterloo Subsidiary’s respective business at current levels or for normal operating purposes; or
(ii) materially affects the business or financial condition of Waterloo or any Waterloo Subsidiary;
(f) each lease, rental, license, installment and conditional sale agreement and other Contract affecting the ownership of, leasing of, title to or use of any personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 or with terms of less than one year);
(g) each licensing agreement or other Contract, registration or application with the United...
Properties and Contracts. Each of the Company and its Subsidiaries has good and defensible title to all property included in the financial information provided to Purchasers (except for the real estate in Lubbock, Texas sold by a Subsidiary of the Company in December 2004 and disclosed in a recent SEC Filing), free and clear of all liens, charges, encumbrances or restrictions, except (i) liens granted to a lender by the Company or a Subsidiary of the Company, (ii) statutory liens in favor of taxing authorities or others, and (iii) to the extent the failure to have such title or the existence of such liens, charges, encumbrances or restrictions would not reasonably be expected to have a Material Adverse Effect. All material Contracts are valid, binding and enforceable against the Company or its Subsidiaries, as applicable, and, to the knowledge of the Company, are valid, binding and enforceable against the other party or parties thereto and are in full force and effect with only such exceptions as would not reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries, and to their best knowledge, the other parties thereto, are not in default under any of the material Contracts, which default would reasonably be expected to have a Material Adverse Effect.
Properties and Contracts. Schedule 3.8A sets forth a complete and ------------------------ accurate list of the Properties, along with the number of Units for each Property. Schedule 3.8B contains a complete and accurate list of all Contracts being transferred hereunder, including (a) all Right of Entry Agreements, (b) all Hub Site Agreements, (c) all fiber leases, (d) all retransmission agreements, and (e) all customer service agreement for Subscribers at the Properties. The Right of Entry Agreements set forth on Schedule 3.8B constitute all of the agreements under which Sellers provide Services to residential multiple dwelling units in the Market. The Hub Site Leases set forth on Schedule 3.8B constitute all the point-to-point microwave hub site agreements used by Sellers for the providing of Services to the Properties. The fiber leases set forth on Schedule 3.8B constitute all of the fiber leases used by Sellers for the providing of Services to the Properties. Except for agreements with ABC, CBS, and NBC, the retransmission agreements set forth on Schedule 3.8B constitute the only retransmission agreements used by the Sellers for the providing of Services to the Properties. The Subscriber Contracts set forth on Schedule 3.8B constitute all of the Subscriber Contracts used by the Sellers for the providing of Services to the Properties. Except as described in Schedule 3.8C, each Contract is in full force and effect and constitutes a valid and binding obligation of the parties, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting generally the enforcement of creditors' rights and by general principles of equity. Except as described in Schedule 3.8C: (a) Seller is not, nor has any event or condition occurred or become known to any Seller that constitutes or, with notice or the passage of time, or both, would constitute a default by any Seller under any of the Contracts; (b) to the best of Sellers' knowledge, no other party to any of the Contracts is in default under any of the Contracts; (c) to the best of Seller's knowledge, no other Person is providing video programming services to any of the Properties and no other Person has asserted any such right to any Seller to provide video programming services to the Properties, except as otherwise required or permitted by law; and (d) there is no material agreement, arrangement or understanding, other than as contained in the Contr...
Properties and Contracts. Except as otherwise set forth in the Annual Report or such as would not have a Material Adverse Effect, the Company and each Subsidiary has good and marketable title, free and clear of all Liens (except Liens for taxes not yet due and payable), to all property and assets described in the Annual Report as being owned by it. All leases to which the Company or any Subsidiary is a party are valid and binding and no default has occurred or is continuing thereunder, which might result in a Material Adverse Effect, and the Company and each Subsidiary enjoy peaceful and undisturbed possession under all such leases to which any of them is a party as lessee with such exceptions as do not materially interfere with the use made by the Company or such Subsidiary.
Properties and Contracts. 12 Section 3.13
Properties and Contracts. Each of Amen and its Subsidiaries has good and defensible title to all property included in the financial statements included in its SEC Filings, free and clear of all liens, charges, encumbrances or restrictions, except (i) liens granted to a lender by Amen or a Subsidiary of Amen as described in the SEC Filings, (ii) statutory’ liens’ in favor of taxing authorities or others, and (iii) to the extent the failure to have such title ‘01’ the existence of such liens, charges, encumbrances or restrictions would not reasonably be expected to have a Material Adverse Effect. All material Contracts are valid, binding and enforceable against Amen or its Subsidiaries, as applicable, and, to the knowledge of Amen, are valid, binding and enforceable against the other par or parties thereto and are in full force and effect with only such exceptions as would not reasonably be expected to have a Material Adverse Effect. Amen and its Subsidiaries, and to their best knowledge, the other parties thereto, are not in default under any of the material Contracts, which default would reasonably be expected to have a Material Adverse Effect.
Properties and Contracts. The Disclosure Schedule lists or describes the following with respect to MTWF and each MTWF Subsidiary (the “Material Contracts”):
4.21.1 all borrowings by MTWF or any MTWF Subsidiary (exclusive of deposit agreements with Bank customers, agreements for the purchase of federal funds and repurchase agreements and borrowings from Federal Home Loan Banks in the Ordinary Course of Business);
4.21.2 each Contract that involves performance of services or delivery of goods or materials, or expenditures, by MTWF or any MTWF Subsidiary after the Agreement Date in excess of $100,000 in the aggregate during any period of time;
4.21.3 each Contract not referred to elsewhere in this Section that (a) relates to the future purchase of goods or services in excess of the requirements of its respective business at current levels or for normal operating purposes, or (b) materially affect the business or financial condition of MTWF or any MTWF Subsidiary;
4.21.4 each lease, rental, license, installment and conditional sale agreement and other Contract affecting the ownership of, leasing of, title to or use of, any personal property (except personal property having a value per item or aggregate payments of less than $25,000 and with terms, excluding any renewal terms, of less than one year);
4.21.5 each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property used in, held for use in, or necessary for the conduct of the business of MTWF or any MTWF Subsidiary (collectively, “Intellectual Property Assets”), including agreements with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
4.21.6 each joint venture, partnership and other Contract (however named) involving a sharing of profits, losses, costs or liabilities by MTWF or any MTWF Subsidiary with any other Person;
4.21.7 each Contract containing covenants that in any way purport to restrict the business activities of MTWF or any MTWF Subsidiary;
4.21.8 each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods;
(a) the name and annual salary of each director and executive officer of MTWF and each MTWF Subsidiary, and the profit sharing, bonus or other form of compensation (other than salary) paid or payable by MTWF or an MTWF Subsidiary or a combination of any of them to or for the benefit of eac...
Properties and Contracts. (a) Each of the Borrower Parties and their respective Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, free and clear of all Liens, except for Permitted Liens and other minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.
(b) Each of the Borrower Parties and their respective Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other Intellectual Property material to its business, and the use thereof by such Borrower Party or Subsidiary does not to such Borrower Party's knowledge infringe upon the rights of any other Person. The nature and ownership or licensing of all Intellectual Property material to any Borrower Party on the Closing Date is set forth on Schedule 4.10(b).
(c) A true and complete list of all consignment agreements to which any Borrower Party is a party on the Closing Date are set forth on Schedule 4.10(c), such contracts have not been amended or modified except as set forth on Schedule 4.10(c), and no default exists thereunder except as set forth on Schedule 4.10(c).
(d) No Borrower Party is a party to any Hedge Agreement other than with Persons disclosed to the Administrative Agent.
(e) Except as set forth on Schedule 4.10(e), no Borrower maintains any deposit accounts (as defined in the UCC), securities entitlement accounts (as defined in the UCC), commodities accounts, or postal boxes as of the Closing Date.
Properties and Contracts. (a) TMAI owns, or is licensed to use, or leases, all property and assets, real and personal, tangible and intangible, used in or necessary for the conduct of its business as currently conducted, except in those cases where the failure so to own, license or lease would not
have a Material Adverse Effect on TMAI and except as this subsection (a) may relate to TMAI Intellectual Property which is addressed exclusively by Section 2.10 below.
(b) To the knowledge of TMAI, (i) all of the material contracts of TMAI are presently valid and existing and in full force and effect, and (ii) there is no violation or default or claim of violation or default by any party thereto and no condition or event has occurred which with notice or lapse of time or both would constitute a violation or default thereunder, except for any such failure or any such violation, default, or claim, which would not have a Material Adverse Effect on TMAI.
Properties and Contracts. (a) Except as set forth in Section 2.12(a) of the Premier Disclosure Schedule, Premier and Premier's Subsidiaries have good and marketable title to or, in the case of leases and licenses, valid and subsisting leasehold interests or licenses in, all of the tangible personal properties and assets and rights reasonably necessary to operate or conduct the business as it is now being operated and conducted by Premier and its Subsidiaries (collectively, the "Premier Assets"), including, without limitation, all such properties and assets that are shown on the Financial Statements attached as Sections 2.7(i) and (ii) to the Premier Disclosure Schedule (except for such properties and assets sold in the ordinary course of business since the dates of such statements), in each case free and clear of all liens, pledges, security interests, restrictions, prior assignments, claims, encumbrances and other defects and/or imperfections of title, except as set forth in such Financial Statements and except for those: (i) securing Taxes, assessments and other governmental charges or levies not yet due and payable (excluding any imposed pursuant to any of the provisions of ERISA) or the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business not yet due and payable; and (ii) consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under workers' compensation, unemployment insurance or similar legislation or under surety or performance bonds, in each case arising in the ordinary course of business.
(b) All patents, patent applications, trade names, registered trademarks and service marks, trademark and service ▇▇▇▇ applications, registered copyrights and registered design rights and applications therefor owned by or licensed to or used by Premier or any of its Subsidiaries (i) are listed and identified in Section 2.12(b) of the Premier Disclosure Schedule, (ii) have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other countries, states or other jurisdictions to the extent set forth in Section 2.12(b) of the Premier Disclosure Schedule, (iii) have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and e...