Assets or Properties definition

Assets or Properties of any Person each means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person, including, without limitation, cash, cash equivalents, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, real estate, equipment, inventory, goods and Intellectual Property.
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Assets or Properties of any Person each means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person, including, without limitation, documents, instruments, general intangibles, real estate, equipment, inventory, goods and Intellectual Property. "BEST KNOWLEDGE OF SELLERS OR THE COMPANY PRINCIPALS" or "BEST KNOWN TO SELLERS OR THE COMPANY PRINCIPALS" means the knowledge of Hoffman, Goodwin, Guy, the Company or any officer or director of the Company, in each case after reasonable due inquiry and reasonable comprehensive investigation.
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Examples of Assets or Properties in a sentence

  • The Company has not received any communication (whether written or oral), whether from a Governmental or Regulatory Authority, citizen group, employee or otherwise, that alleges that the Company or any of the Assets or Properties used in the Company's business is not in full compliance with Environmental Laws.

  • The Company has not received any written communication, whether from a Governmental or Regulatory Authority or citizen group, that alleges that the Company or any of the Company Assets or Properties used in the Business are not in material compliance with Environmental Laws.

  • Except for the Assets and Properties currently owned or leased by the Company, there are no other Assets or Properties that are required or will be required by the Company after the Closing in order to conduct the Business consistent in all material respects with the manner in which the Company conducts its Business on and as of the date of this Agreement.

  • In no event shall Sellers be charged with or be responsible for any increase in the taxes on the Assets resulting from the sale of the Assets contemplated by this Agreement, any change in use of the Assets or Properties on or after the Closing Date, or any improvements made or leases entered into on or after the Closing Date.

  • When any lease terminates, an interest in which has been assigned under this Agreement, Purchaser will undertake additional testing, assessment, closure, reporting or remedial action with respect to the Assets or Property affected by the termination as is necessary to satisfy all local, state, or federal requirements in effect at that time and necessary to restore the Assets or Properties.

  • Except as expressly set forth in this Article III, neither the Members nor the Company make any representation or warranty, express or implied, in respect of the Company of any of its Assets or Properties, liabilities, or operations, including with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties hereby are expressly disclaimed.

  • There is no investigation, audit or other proceeding pending with respect to which the Company has received written notice, or, to the Company’s Knowledge, threatened, against the Company, any of its Assets or Properties or any of its directors or officers (in their capacities as such) or, to the Company’s Knowledge, any of its employees or agents (in their capacities as such) by or before any Governmental Authority.

  • Nevada Moly shall cause General Moly to be jointly and severally liable for the Nevada Moly NSR Royalty, but the Company shall not have any liability or responsibility therefor, and the Nevada Moly NSR Royalty shall not constitute an Encumbrance on any of the Assets or Properties of the Company.

  • Neither the Company, any Subsidiary nor any officer, director or Affiliate of the Company, nor any agent of the Company has engaged in discussions with a third party, nor entered into any agreement, relating to the acquisition of the Company or substantially all of the Assets or Properties of the Company by such third party, which may, in any such case, reasonably result in liability to the Company, to such third party, or to any broker, finder or intermediary from such discussions.

  • Neither Parent nor Acquisition Co. has received any communication (whether written or oral), whether from any Governmental or Regulatory Authority, citizen group, employee or otherwise, that alleges that Parent or Acquisition Co. or any of the Assets or Properties used in their respective businesses are not in full compliance with Environmental Laws.

Related to Assets or Properties

  • Subject Assets is defined in Section 2.2(c).

  • Other Properties shall have the meaning set forth in Section 9.1.

  • Assets and Properties of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person.

  • The Properties means and refer to all such existing properties, and additions thereto, as are subject to this Declaration or any Supplemental Declaration under the provisions of Article II, hereof.

  • Tangible Assets means assets consisting of land, buildings and plant, machinery and equipment;

  • Timberlands means, as of any date of determination, all real property owned by or leased to the Borrower or any Subsidiary that is suitable for Timber production, natural resource development or real estate development. For the avoidance of doubt, “Timberlands” shall exclude property, plant and equipment of the Borrower and its Subsidiaries associated with their manufacturing activities.

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Real Property Assets means as to any Person as of any time, the real property assets (including, without limitation, interests in participating mortgages in which such Person’s interest therein is characterized as equity according to GAAP) owned directly or indirectly by such Person at such time.

  • Net Tangible Assets means the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the Company’s balance sheet, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the Company’s current liabilities appearing on such balance sheet. For purposes of this definition, the Company's balance sheet does not include assets and liabilities of its subsidiaries.

  • Subject Properties has the meaning specified in Section 5.13(a).

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.

  • Borrowing Base Properties means the Oil and Gas Properties of the Loan Parties included in the Initial Reserve Report and thereafter in the most recently delivered Reserve Report delivered pursuant to Section 8.12.

  • Intangible Assets means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

  • Real Properties means, at any time, a collective reference to each of the facilities and real properties (including the Borrowing Base Properties) owned or leased by the Consolidated Parties at such time.

  • Leased Assets shall have the meaning ascribed thereto in Section 3.6.

  • Project Assets means all physical and other assets relating to and forming part of the Site including:

  • Independent Assets or Operations means, with respect to any such parent company, that such parent company’s total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities (excluding in each case amounts related to its investment in the Issuer and the Restricted Subsidiaries), determined in accordance with GAAP and as shown on the most recent balance sheet of such parent company, is more than 3.0% of such parent company’s corresponding consolidated amount.

  • Real Estate Assets means any investment by the Company or the Operating Partnership in unimproved and improved Real Property (including fee or leasehold interests, options and leases), directly, through one or more subsidiaries or through a Joint Venture.

  • Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Oil and Gas Properties means (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental equipment or other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil xxxxx, gas xxxxx, injection xxxxx or other xxxxx, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Assets means all properties, rights, contracts, leases and claims, of every kind and description, wherever located, whether tangible or intangible, and whether real, personal or mixed.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Consolidated Tangible Assets means, for any Person, total assets of such Person and its consolidated Subsidiaries, determined on a consolidated basis, less goodwill, patents, trademarks and other assets classified as intangible assets in accordance with GAAP.

  • Consolidated Assets means, at a particular date, all amounts which would be included under total assets on a consolidated balance sheet of the Company and its Subsidiaries as at such date, determined in accordance with GAAP.