Joint Assets Sample Clauses

Joint Assets. Buyer and Seller acknowledge and agree that certain source code contained in software that comprises Assets is also used in connection with other products currently developed or being developed by Seller that are not part of the Business ("Shared Source Code"). Following the Closing, all such Shared Source Code shall be deemed jointly owned by Buyer and Seller and, subject to Section 6.1.8 below, may be used by Buyer or Seller for any lawful purpose.
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Joint Assets. The Assets jointly owned by the Parties pursuant to the Terms of this Agreement as tenants in common with each Party owning a one-half undivided interest are defined as the Water Distribution and Wastewater Collection Systems that are specifically limited to all water distribution lines, and associated appurtenances and infrastructure, and/or wastewater collection lines, and associated appurtenances and infrastructure that can be extended and/or made available to a New Connection and/or New Development, that are within Leland's Town Boundaries and Joint Undertaking Area. Joint Assets also include all connection points, meters, pump stations, transmission lines, force mains, and gravity lines that are, or by virtue of this Agreement will be, associated with and/or located within Leland's Town Boundaries and Joint Undertaking Area. The Parties acknowledge the Joint Assets do not include Water and Wastewater Facilities.
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Joint Assets. The Parties will jointly own the Joint Assets, as tenants in common, with each party owning a one-half undivided interest. The Parties represent and warrant that they will use the Joint Assets to continue the provision of services to existing Customer Accounts and to extend and/or make available to New Developments seeking a New Connection, on conditions mutually agreed upon by the Parties and adopted by the Parties’ respective governing bodies. This will be achieved in accordance with Section 3.02, below.
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Joint Assets. 11.1 The Contracting Parties recognise the existence in selected Contracting Parties of joint assets in use for the operation of the GMS railway network . The specific rules pertaining to ownership and management of such assets are may be defined in a future dedicated Annex to be adopted by the Contracting Parties on in Technical Arrangements between the Contracting Parties jointly owning, operating, maintaining and/or renewing the joint assets.
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Joint Assets. “Joint Assets” shall mean all of each Seller’s undivided right, title and interest in and to the following, but reserving unto each respective Seller the Excluded Assets:
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Joint Assets. The purchase price for the Joint Assets shall be EIGHTEEN MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($18,750,000) (the “Joint Purchase Price”), subject to adjustment pursuant to Section 1.6(d) below. The Joint Purchase Price shall be paid at Closing by wire transfer of immediately available funds to Sellers as follows: Samson: $12,500,000 FPEC: $6,250,000
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Joint Assets. 2.14.1 Where, on or after Closing, Diageo or any of its Affiliates receives an amount of cash in respect of any Joint Asset it shall pay to Pernod Ricard an amount equal to the Pernod Ricard Proportion of the amount so received.
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Joint Assets. If the Building is not separately assessed, Real ------------ Property Taxes allocated to the Building shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed.
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Related to Joint Assets

  • Current Assets The term "Current Assets" shall mean, with respect to the Company, cash and other assets that are expected to be converted into cash, sold or exchanged within one year from the Closing Date, including marketable securities, receivables, inventory and current prepayments .

  • Investment Assets Those assets of the Fund as the Advisor and the Fund shall specify in writing, from time to time, including cash, stocks, bonds and other securities that the Advisor deposits with the Custodian and places under the investment supervision of the Sub-Advisor, together with any assets that are added at a subsequent date or which are received as a result of the sale, exchange or transfer of such Investment Assets.

  • Net Tangible Assets Purchaser shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing of the Purchaser Share Redemption.

  • Current Liabilities Current Liabilities means the aggregate amount of all current liabilities as determined in accordance with GAAP, but in any event shall include all liabilities except those having a maturity date which is more than one year from the date as of which such computation is being made.

  • Joint Liability Each representation, warranty, covenant and agreement made by Parent or Merger Sub in this Agreement shall be deemed a representation, warranty, covenant and agreement made by Parent and Merger Sub jointly and all liability and obligations relating thereto shall be deemed a joint liability and obligation of Parent and Merger Sub.

  • Consolidated Total Liabilities All liabilities of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles and all Indebtedness of the Borrower and its Subsidiaries, whether or not so classified.

  • Tangible Assets The Target owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent), has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used and presently is proposed to be used.

  • Off-Balance Sheet Liabilities The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor.

  • Consolidated Total Assets All assets of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

  • Contingent Liabilities Assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any person or entity, except by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Company’s business.

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