Company Assets Clause Samples

Company Assets. Executive hereby represents and warrants that he has no claim or right, title or interest in any property designated on any Newfield Party’s books as property or assets of any of the Newfield Parties. Promptly after the effective date of his resignation, Executive shall deliver to Newfield any such property in his possession or control, including, if applicable and without limitation, his personal computer, cellular telephone, keys and credit cards furnished by any Newfield Party for his use.

Company Assets. The term “

Company Assets. The term "Company Assets" shall mean, with respect to the Company, all of the Properties, Company Contracts, and Permits, that were Used by the Company as of the Balance Sheet Date and those Used by the Company at any time after that date until the Closing Date.

Company Assets. Executive acknowledges that no trustee, officer, director or shareholder of Company or any Affiliate is liable to Executive in respect of the payments or other matters set forth herein.

Company Assets. For the purposes of this Agreement, “Company Assets” shall mean all Assets of either the Company or SpinCo or the members of its Group as of the Distribution Time, other than the SpinCo Assets, including:

Company Assets. Section 3.15..........................................22

Company Assets. Schedule 3.05 sets forth a complete list, as of the Effective Time and as of the Closing Date, of the following assets, properties, rights and interests used by the Company in connection with the operation of the Business (all of which assets, rights and interests are hereinafter collectively referred to as the "Company Assets"): (a) all tangible business and personal property with a fair market value in excess of $10,000.00, including, without limitation, equipment, vehicles, furniture, furnishings, machinery, computers and other tangible personal property of every description and kind, all of which are listed on Schedule 3.05(a) (collectively, the "Equipment"); (b) all cash on hand and in bank accounts, notes, accounts receivable and other short and long-term receivables of the Business, all of which are listed on Schedule 3.05(b) (the "Accounts Receivable"); (c) all supplies, goods, and inventory used, useable or useful in respect of the Business with a fair market value in excess of $10,000.00, all of which are described on Schedule 3.05(c) (the "Inventory"); (d) all deposits, prepaid taxes and expenses, escrows and other advance payments relating to any expenses of the Business, all of which are listed on Schedule 3.05(d) (the "Prepaid Expenses"); (e) all computer software programs and licenses for the use thereof, all of which are listed on Schedule 3.05(e) (the "Computer Software"); (f) all personal property leases under which Company is the lessee of personal property, all of which are listed on Schedule 3.05(f) (collectively, the "Personal Property Leases"). The Company Assets subject to the Personal Property Leases are referred to in this Agreement as the "Leased Personal Property"; (g) all owned real property, all of which is described on Schedule 3.05(g)(i) (collectively, "Real Property") and all real property leases under which Company is the lessee of real property, all of which are listed on Schedule 3.05(g)(ii) (collectively, the "Real Property Leases"). The Company Assets subject to the Real Property Leases are referred to in this Agreement as the "Leased Real Property"; (h) a schedule of the work in progress (the "WIP") pursuant to all customer agreements and contracts, government contracts, sales commitments, purchase orders, and customer commitments entered into in the ordinary course of the Business, which is attached hereto as Schedule 3.05(h)(i), and a list of all contractors and subcontractors having worked for or provided services ...

Company Assets. All assets of the Company shall be owned by the Company as an entity.

Company Assets. The Company has good and defensible title to all oil and gas properties forming the basis for the reserves reflected in the Company Reserve Report as attributable to Oil and Gas Interests owned by the Company and its Subsidiaries and has good and valid title to, or valid leasehold interests or other contractual rights in, all other tangible properties and assets (real, personal or mixed) of the Company and its Subsidiaries (such oil and gas properties and other properties and assets are herein referred to as the “Company Assets”), with respect to both the oil and gas properties and all other Company Assets, free and clear of all Liens except for (a) Permitted Liens and (b) Liens associated with obligations reflected in the Company Reserve Report. The oil and gas leases and other agreements that provide the Company and its Subsidiaries with operating rights in the oil and gas properties reflected in the Company Reserve Report and all other leases and agreements that provide the Company and its Subsidiaries with operating rights in the other Company Assets are legal, valid and binding and in full force and effect; the rentals, royalties and other payments due thereunder have been properly paid and, to the Company’s knowledge, there is no existing default (or event that, with notice or lapse of time or both, would become a default) under any of such oil and gas leases or agreements or other leases or agreements, except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company and its Subsidiaries (as the case may be) have maintained all of the Company Assets owned on the date hereof in working order and operating condition, subject only to ordinary wear and tear. The Company has not received any material advance, take-or-pay or other similar payments that entitle purchasers of production to receive deliveries of Hydrocarbons without paying therefor, and, on a net, company-wide basis, the Company is neither underproduced nor overproduced, in either case to any material extent, under gas balancing or similar arrangements. No Person has any call on, option to purchase or similar rights with respect to the production of Hydrocarbons attributable to any of the Company Assets, except any such call, option or similar right at market prices.