Facilities Ownership Option Sample Clauses

Facilities Ownership Option. Under ART's Facilities Ownership Option, ART shall transfer title to the Equipment specified in Attachment D-2 to Purchaser concurrently with the delivery of a Completion Notice pursuant to a xxxx of sale and such other documents as are reasonably necessary to accomplish such transfer. In connection with the transfer of title to such Equipment, ART shall assign to Purchaser, to the extent reasonably possible, any rights of ART to manufacturer's warranties relating to the Equipment.
Sample 1Sample 2
AutoNDA by SimpleDocs
Facilities Ownership Option. Under ART's Facilities Ownership Option, Purchaser, from and after the date of ART's delivery of a Completion Notice, shall bear the entire risk of loss, theft, destruction or damage of the Equipment or any portion of it from any cause whatsoever for the Equipment covered by such Notice. The total or partial destruction of any Equipment or the total or partial loss of use or possession by Purchaser shall not release or relieve Purchaser from the duty to pay the charges provided herein.
Sample 1Sample 2
Facilities Ownership Option. Under ART's Facilities Ownership Option, Purchaser may only modify its Service Order with respect to the location of the Equipment and at any time prior to the Target Installation Date, as hereinafter defined, provided that Purchaser shall be responsible for all internal costs incurred by ART and for direct costs incurred to the date of cancellation that are payable to third parties. The charges set forth in this Section 5.2 are subject to Section 5.3. Such modifications by Purchaser will not be accepted unless confirmed in writing by Purchaser and signed by an authorized representative of Purchaser.
Sample 1
Facilities Ownership Option. Under the Facilities Ownership Option, ART shall invoice Purchaser upon installation and acceptance by Purchaser of the Equipment and Purchaser shall pay for such Equipment within thirty (30) days of the receipt of the invoice.
Sample 1
Facilities Ownership Option. Under ART's Facilities Ownership Option, Purchaser, from and after the date of ART's delivery of a Completion Notice, shall bear the entire risk of loss, theft, destruction or damage of the Equipment or any portion of it from any cause whatsoever for the Equipment covered by such Notice. The total or partial destruction of any Equipment or the total or partial loss of use or possession by Purchaser shall not release or relieve Purchaser from the duty to pay the charges provided herein. Purchaser hereby agrees that as of the delivery of a Completion Notice, Purchaser assumes all risks and liabilities arising from ownership of the Equipment, including without limitation, Equipment malfunctions and injury to persons and property. Purchaser, its successors and assigns hereby unconditionally release ART, ART's successors, assigns and their directors, officers, shareholders, employees, agents, subcontractors, and affiliates (collectively "ART Parties") from any and all claims, judgments, demands, damages, obligations, lawsuits, causes of action, losses, liabilities (including strict liability), costs or expenses, matured or unmatured, foreseeable or unforeseeable, including without limitation, reasonable attorneys' fees and costs (collectively, "Claims") arising from the Equipment from and after ART's delivery of a Completion Notice. Purchaser, its successors and assigns agree to indemnify, defend and reimburse and hold harmless ART Parties from and against any and all Claims directly and indirectly arising from the Equipment from and after ART's delivery of the Completion Notice.
Sample 1
Facilities Ownership Option. Under ART's Facilities Ownership Option, Purchaser may only modify its Service Order with respect to the location of the Equipment and at any time prior to the Service Commencement Date, as hereinafter defined, provided that Purchaser shall be responsible for all internal costs incurred by ART, including, without limitation, performance of additional Detailed Site Surveys, for direct costs incurred to the date of cancellation that are payable to third parties and for recurring and non-recurring charges relating to Site access at the new location. The charges set forth in this Section 5.2 are subject to Section 5.3. Such modifications by Purchaser will not be accepted unless confirmed in writing by Purchaser and signed by an authorized representative of Purchaser.
Sample 1

Related to Facilities Ownership Option

  • Issuance of Common Units in Connection with Reset of Incentive Distribution Rights (a) Subject to the provisions of this Section 5.11, the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the right, at any time when there are no Subordinated Units Outstanding and the Partnership has made a distribution pursuant to Section 6.4(b)(v) for each of the four most recently completed Quarters and the amount of each such distribution did not exceed Adjusted Operating Surplus for such Quarter, to make an election (the “IDR Reset Election”) to cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive their respective proportionate share of a number of Common Units (the “IDR Reset Common Units”) derived by dividing (i) the average amount of the aggregate cash distributions made by the Partnership for the two full Quarters immediately preceding the giving of the Reset Notice in respect of the Incentive Distribution Rights by (ii) the average of the cash distributions made by the Partnership in respect of each Common Unit for the two full Quarters immediately preceding the giving of the Reset Notice (the number of Common Units determined by such quotient is referred to herein as the “Aggregate Quantity of IDR Reset Common Units”). If at the time of any IDR Reset Election the General Partner and its Affiliates are not the holders of a majority in interest of the Incentive Distribution Rights, then the IDR Reset Election shall be subject to the prior written concurrence of the General Partner that the conditions described in the immediately preceding sentence have been satisfied. Upon the issuance of such IDR Reset Common Units, the Partnership will issue to the General Partner an additional General Partner Interest (represented by hypothetical limited partner units) equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner immediately prior to such issuance by (B) a percentage equal to 100% less such Percentage Interest by (y) the number of such IDR Reset Common Units, and the General Partner shall not be obligated to make any additional Capital Contribution to the Partnership in exchange for such issuance. The making of the IDR Reset Election in the manner specified in this Section 5.11 shall cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive IDR Reset Common Units and the General Partner will become entitled to receive an additional General Partner Interest on the basis specified above, without any further approval required by the General Partner or the Unitholders other than as set forth in this Section 5.11(a), at the time specified in Section 5.11(c) unless the IDR Reset Election is rescinded pursuant to Section 5.11(d).

  • Restricted Securities Owners/Ownership Restrictions From time to time or upon request of the Depositary, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities and the Company shall update such list on a regular basis. The Depositary may rely on such list or update but shall not be liable for any action or omission made in reliance thereon. The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the Memorandum and Articles of Association or applicable Cayman Islands law as if they held the number of Shares their ADSs represent. The Company shall, in accordance with Article (24) of the Receipt, inform Holders and Beneficial Owners and the Depositary of any other limitations on ownership of Shares that the Holders and Beneficial Owners may be subject to by reason of the number of ADSs held under the Articles of Association or applicable Cayman Islands law, as such restrictions may be in force from time to time. The Company may, in its sole discretion, but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner pursuant to the Memorandum and Articles of Association, including but not limited to, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADRs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Memorandum and Articles of Association; provided that any such measures are practicable and legal and can be undertaken without undue burden or expense, and provided further the Depositary’s agreement to the foregoing is conditional upon it being advised of any applicable changes in the Memorandum and Articles of Association. The Depositary shall have no liability for any actions taken in accordance with such instructions.

  • Ownership Event In the reasonable judgment of Party A, on any day, the Share Amount for such day exceeds the Applicable Share Limit for such day (if any applies).

  • No Creation of a Partnership or Exclusive Purchase Right Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association, joint venture or other entity. No Note Holder shall have any obligation whatsoever to offer to any other Note Holder the opportunity to purchase a participation interest in any future loans originated by such Note Holder or its Affiliates and if any Note Holder chooses to offer to any other Note Holder the opportunity to purchase a participation interest in any future mortgage loans originated by such Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Note Holder chooses, in its sole and absolute discretion. No Note Holder shall have any obligation whatsoever to purchase from any other Note Holder a participation interest in any future loans originated by such Note Holder or its Affiliates.

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Ownership Interest, Etc The Seller shall (and shall cause the Servicer to), at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (for the benefit of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (for the benefit of the Purchasers) as the Administrator, may reasonably request.

  • Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages Notwithstanding any provision of this Agreement, if the General Partner is removed as general partner of the Partnership under circumstances where Cause does not exist and Units held by the General Partner and its Affiliates are not voted in favor of such removal, (i) the Subordination Period will end and all Outstanding Subordinated Units will immediately and automatically convert into Common Units on a one-for-one basis and (ii) all Cumulative Common Unit Arrearages on the Common Units will be extinguished.

  • CHANGE IN THE ADVISER'S OWNERSHIP The Sub-Adviser agrees that it shall notify the Trust of any anticipated or otherwise reasonably foreseeable change in the ownership of the Sub-Adviser within a reasonable time prior to such change being effected.

Time is Money Join Law Insider Premium to draft better contracts faster.