Aviation Assets Sample Clauses

Aviation Assets a. All fixed wing corporate aircraft (except the Gulfstream G-II, serial number 248, and Rolls Royce Spey Model 511-8 engines, manufacturer's Serial Numbers 9816 and 9844), and spare parts for the aircraft which as of the Effective Time will not have a net book value in excess of $1 million.
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Aviation Assets. Following the acquisition of each of the Aviation Assets, each such Aviation Asset shall be (i) adequate for the conduct of the business by the Borrower and its Subsidiaries, in full compliance with each of the Material Contracts; (ii) suitable for the uses to which they are currently employed; (iii) in good and safe operating condition, reasonable wear and tear excepted; and (iv) not obsolete, in dangerous condition or in need of material renewal or replacement, except for renewal or replacement in the ordinary course of business. All of the Aviation Assets other than contracts included in Aviation Assets (each, an "Aviation Contract" ) are listed in Schedule 4.01(r) hereto, except those individual assets with an individual value of less than $10,000. Schedule 4.01(r) includes all Management Contracts, FBO Leases and all other Aviation Contracts pursuant to which the Borrower or any Subsidiary, individually or collectively, are obligated (i) if related primarily to FBO Airports, to spend (whether by direct payment or through rendering services or otherwise) or have a contractual right to receive revenues in excess of two hundred and fifty thousand Dollars ($250,000) during any twelve (12) month period, or, (ii) if related to Management Contracts, to spend (whether by direct payment or through rendering services or otherwise) amounts in excess of one hundred thousand Dollars ($100,000), or have a contractual right to receive revenues in excess of two hundred and fifty thousand Dollars ($250,000), in each case during any twelve (12) month period. To the best of the Borrower's knowledge after due inquiry, Schedule 4.01(r) includes all other Aviation Contracts, other than those with an individual value of less than ten thousand Dollars ($10,000).
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Related to Aviation Assets

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • Fixed Assets 7 3.11. Leases ............................................................. 8 3.12. Change in Financial Condition and Assets ........................... 8

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Xxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Dispositions of Equipment No Borrower shall sell, lease or otherwise dispose of any Equipment, without the prior written consent of Agent, other than (a) a Permitted Asset Disposition; and (b) replacement of Equipment that is worn, damaged or obsolete with Equipment of like function and value, if the replacement Equipment is acquired substantially contemporaneously with such disposition and is free of Liens.

  • Information Concerning Subadviser Assets and Subadviser From time to time as the Adviser or the Trust reasonably may request in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Subadviser will also inform the Adviser in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any changes in the ownership or management of the Subadviser, or of material changes in the control of the Subadviser. Upon the Trust’s or the Adviser’s reasonable request, the Subadviser will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and on a less frequent basis as agreed upon by the parties in person. Subject to the other provisions of this Agreement, the Subadviser will also provide such information or perform such additional acts with respect to the Subadviser Assets as are reasonably required for the Trust or the Adviser to comply with their respective obligations under applicable laws, including without limitation, the Code, the 1940 Act, the Advisers Act, and the Securities Act, and any rule or regulation thereunder.

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