Contingent Assets Sample Clauses

Contingent Assets. A contingent asset arises where an event has taken place that gives the council a possible asset whose existence will only be confirmed by the occurrence or otherwise of uncertain future events not wholly within the control of the council. Contingent assets are not recognised in the Balance Sheet but disclosed in a note to the accounts where it is probable that there will be an inflow of economic benefits or service potential.
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Contingent Assets. In addition to the Purchase Price, PURCHASER agrees to pay to SELLER any contingent Tax assets related to the Business originated in the period prior to the Closing and that materialize after the Closing, except for any Tax contingent asset reflected in the Agreed Working Capital or Tax contingent asset resulting from or related to the Transaction. Tax contingent assets shall include the recoverable taxes and tax credits listed in Schedule 10.7, and shall be paid to SELLER within 30 days as of its materialization, understood as (i) the receipt of the correspondent cash amount by any of the Target Companies or their successors, and/or (ii) the use of the corresponding benefit by any of the Target Companies or their successors. In the latter case, “corresponding benefit” shall be deemed to be the first credit used by PURCHASER after the materialization of the credit.
Sample 1
Contingent Assets. Should the assignment of any of the Transferred ----------------- Assets under this Assignment require a third party consent as a condition to assignment and such consent has not been obtained as of the date hereof (any such asset being referred to as a "Contingent Asset"), Transferor, for itself and its successors and assigns, hereby covenants and agrees to take all commercially reasonable steps and incur all reasonable and ordinary costs necessary to obtain such consent promptly. Until such consents have been obtained, the Transferred Assets assigned hereunder shall not include the Contingent Assets, however, immediately upon obtaining such consent, the Contingent Asset to which such consent relates shall be deemed, without further action of any kind, to be a Transferred Asset that is assigned by Transferor to Transferee pursuant to this Assignment.
Sample 1
Contingent Assets. The Buyer will not purchase and the Seller will not sell on the Closing Date Seller’s accounts and notes receivable as of the Closing Date (the “Accounts Receivable”) or Seller’s inventory (the “Inventory”). Notwithstanding the foregoing, the parties have entered into separate agreements, namely the Consignment Agreement with regard to the Inventory, attached hereto and incorporated herein as Exhibit A, and the Collection Agreement, with regard to the Accounts Receivable, attached hereto and incorporated herein as Exhibit B, pursuant to which Buyer becomes obligated to purchase the Inventory and the Accounts Receivable after the Closing Date on the terms and conditions set forth in the Consignment Agreement and the Collection Agreement, respectively. The Accounts Receivable and the Inventory are collectively referred to herein as the “Contingent Assets.”
Sample 1

Related to Contingent Assets

  • 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.

  • Contingent Liability Where we effect or arrange a Transaction, you should note that, depending upon the nature of the Transaction, you may be liable to make further payments when the Transaction fails to be completed or upon the earlier settlement or closing out of your position. You may be required to make further variable payments by way of margin against the purchase price of the investment, instead of paying (or receiving) the whole purchase (or sale) price immediately. The movement in the market price of your investment will affect the amount of margin payment you will be required to make. You need to monitor your margin levels on a daily basis. Margin call You agree to pay us on demand such sums by way of margin as are required from time to time as we may in our discretion reasonably require for the purpose of protecting ourselves against loss or risk of loss on present, future or contemplated Transactions under this Agreement. Failure to meet margin call Please note that in the event that you fail to meet a margin call, we may immediately close out the position. Form of margin Margin must be paid in cash in currency acceptable by us, as requested from time to time by the Company. Cash Margin paid to us is held as client money in accordance with the requirements of the Client Money Rules. Margin deposits shall be made by wire transfer, credit card, e-wallet or by such other means as The Company may direct. Set-off on default If there is an Event of Default or this Agreement terminates, we shall set-off the balance of cash margin owed by us to you against your obligations (as reasonably valued by us). The net amount, if any, payable between us following such set-off, shall take into account the Liquidation Amount payable under Clause 15 (Netting). Further assurance You agree to execute such further documents and to take such further steps as we may reasonably require perfecting our security interest over and obtain legal title to the Secured Obligations. Negative pledge You undertake neither to create nor to have outstanding any security interest whatsoever over, nor to agree to assign or transfer, any of the cash margin transferred to us, except a lien routinely imposed on all securities in a clearing system in which such securities may be held. General lien In addition, and without prejudice to any rights to which we may be entitled under this Agreement or any Applicable Regulations, we shall have a general lien on all cash held by us or our Associates or our nominees on your behalf until the satisfaction of the Secured Obligations.

  • Excluded Expenditures The Recipient undertakes that the proceeds of the Financing shall not be used to finance Excluded Expenditures. If the Association determines at any time that an amount of the Financing was used to make a payment for an Excluded Expenditure, the Recipient shall, promptly upon notice from the Association, refund an amount equal to the amount of such payment to the Association. Amounts refunded to the Association upon such request shall be cancelled.

  • 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.

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

  • Permitted Contingent Obligations Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan Documents; (g) guaranties of Permitted Debt; or (h) in an aggregate amount of $250,000 or less at any time.

  • Borrowed Money The amount that will be lent to the Borrower by the Lender should be documented in the Second Section as requested by the line following the dollar (“$”) symbol. This dollar amount must represent the exact amount of money that the Lender shall deliver to the Borrower and should not include any interest charges. III.

  • Funded Debt No Borrower Party will, or will permit any of its Subsidiaries to, create, assume, incur, or otherwise become or remain obligated in respect of, or permit to be outstanding, any Funded Debt except:

  • Contingent Obligations Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:

  • Contingent Payments The Unilever Stockholder shall have the right to receive the Contingent Payments, if any, on the terms and subject to the conditions set forth on Exhibit 9 in recognition of its period of ownership of the Class B Shares.

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