Equipment and Tangible Personal Property Sample Clauses

Equipment and Tangible Personal Property. All fixtures, machinery, equipment, goods and other personal property of Seller located on the property subject to the Leases of every type or kind whether or not listed on Schedule 1.1;
Sample 1
AutoNDA by SimpleDocs
Equipment and Tangible Personal Property. 4.6(a) Intellectual Property 4.7(a) Material Business Contracts 4.7(b) Material Business Contracts - Exceptions to Enforceability 4.8 Material Business Licenses 4.9 Business Employees 4.10(a) Benefit Plans 4.11(a) Financial Statements 4.12(a) Owned Real Property 4.12(b) Leased Real Property 4.11(b) Change in Business 4.13 Litigation; Governmental Orders - the Seller 4.14 Exceptions to Compliance with Laws 4.15 Environmental Matters 4.17 Transactions with Affiliates 5.3 Third Party Consents - the Purchaser 5.4 Government Consents - the Purchaser 5.5 Litigation - the Purchaser 6.1 Conduct of Business 6.9 Employees to be retained by Seller ********************* Exhibit A Grant Deed Exhibit B Assignments of Leases Exhibit C Bills of Sale Exhibit D Assignments and Assumptions Exhibit E Assignments of Proprietary Rights Exhibit F Subscription Fulfillment Agreement Exhibit G Guarantee of NYT Exhibit H Officer's Certificate of the Seller Exhibit I [Assistant] Secretary's Certificate of the Seller TABLE OF CONTENTS (continued) Exhibit J Opinion of Counsel to the Seller Exhibit K Officer's Certificate of the Purchaser Exhibit L [Assistant] Secretary's Certificate of the Purchaser Exhibit M Opinion of Counsel to the Purchaser ASSET PURCHASE AGREEMENT (the "Agreement") dated as of January 31, 2001, by and between The New York Times Company Magazine Group, Inc., a Delaware corporation ("NYTMG"), and Advance Magazine Publishers Inc., a New York corporation (the "Purchaser").
Sample 1
Equipment and Tangible Personal Property. The equipment, furniture, fixtures, improvements and other tangible assets (other than inventory) owned by Castleworks and E-Focus are adequate for the conduct of Castleworks' and E-Focus' business in the manner in which such business is currently being conducted. Each such asset (i) is structurally sound, free of defects and deficiencies and in good condition and repair (ordinary wear and tear excepted), (ii) complies in all respects with, and is being operated and otherwise used in full compliance with, all applicable Legal Requirements; and (iii) is adequate for the uses to which it is being put.
Sample 1
Equipment and Tangible Personal Property. 6.5 Intellectual Property Infringement, Licensing and Ownership Issues
Sample 1
Equipment and Tangible Personal Property. Part 2.10 of the Disclosure Schedule sets forth a partial list of each item or distinct group of equipment, machinery, tools, supplies, furniture, fixtures, personalty, vehicles and other tangible personal property used in the Seller's business (the "Tangible Personal Property") and the jurisdiction in which such personal property is then located, and the complete list of such items shall be provided by the Seller to the Purchaser in advance of the Closing. Except as set forth on Part 2.10 of the Disclosure Schedule, all Tangible Personal Property is adequate for the uses to which it is being put, is in good condition and repair (ordinary wear and tear excepted) and is adequate for the conduct of the Seller's business as it is currently being conducted.
Sample 1
Equipment and Tangible Personal Property. The Seller shall be solely responsible for the payment of any sales tax to the State of Connecticut which may be due by reason of the sale of the Furnishings and Equipment and Personal Property. The proceeds of the $1,000,000.00 check ("Deposit") to the order of Xxxxxxx and Xxxxx, P.C., Trustee for Xxxxxxxxxx-Xxxxx Real Estate, Inc. (the "Trustee") shall be held by the Trustee in escrow and the Trustee shall invest the Deposit in one or more interest bearing accounts or instruments maintained at an F.D.I.C. insured bank or financial institution jointly selected by the parties at the time of delivery to the Trustee. The Trustee shall pay over the Deposit and all interest accrued thereon to Seller at the Closing or sooner in accordance with the terms of this Schedule C. In the event that the Trustee receives a letter ("Demand for Deposit") from either party dated not earlier than ten (10) days after the Closing date set forth in paragraph 5 certifying that the other party has defaulted under this Agreement by failing to close and further certifying that the party demanding payment of the Deposit is not in default under this Agreement and demanding payment of the Deposit, the Trustee promptly will notify the alleged defaulting party by certified mail of the Demand for Deposit and if the alleged defaulting party does not notify the Trustee of its objection to such payment within ten (10) days of receipt of the written notification, the Trustee shall pay over the Deposit and all interest accrued thereon to the party demanding same. Purchaser and Seller understand that upon being served with a Demand for Deposit or the alleged defaulting party's objection thereto, the Trustee shall not be required to substantiate any claim of
Sample 1

Related to Equipment and Tangible Personal Property

  • Tangible Personal Property (a) The Contractor on its behalf and on behalf of its Affiliates, as defined below, shall comply with the provisions of Conn. Gen. Stat. §12-411b, as follows:

  • Intangible Personal Property All of Seller’s right, title and interest, if any, in all intangible personal property related to the Real Property and the Improvements, including, without limitation: all trade names and trade marks associated with the Real Property and the Improvements, including Seller’s rights and interests, if any, in the name of the Real Property; the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the extent assignable without cost to Seller); contract rights related to the operation, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any (collectively, the “Service Contracts”) (but only to the extent assignable without cost to Seller and Seller’s obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); warranties (to the extent assignable without cost to Seller); governmental permits, approvals and licenses, if any (to the extent assignable without cost to Seller); and telephone exchange numbers (to the extent assignable without cost to Seller (all of the items described in this Section 2.1.4 collectively referred to as the “Intangible Personal Property”). Tangible Personal Property and Intangible Personal Property shall not include (a) any appraisals or other economic evaluations of, or projections with respect to, all or any portion of the Property, including, without limitation, budgets prepared by or on behalf of Seller or any affiliate of Seller, (b) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, (c) any trade name, xxxx or other identifying material that includes the name “iStar” or any derivative thereof, and (d) all of Seller’s present and future rights in and to all refunds, rebates, reimbursements, reserves, deferred payments, deposits, cost savings, governmental subsidy payments, governmentally-registered credits (such as emissions reduction credits), other credits, waivers and payments, whether in cash or kind, due from or payable by any governmental agency or other entity, or any insurance or utility company, or any other person relating to any or all of the Property, or any improvements thereon or any of the Tangible Personal Property or Intangible Personal Property described herein (i) for any taxes, special taxes, assessments, or similar governmental or quasi-governmental charges or levies imposed upon Seller (or any prior owner of the Property) or (ii) arising out of satisfaction of any condition imposed upon or the obtaining of any approvals for the development of the Project or the improvements thereon; including, but not limited to, any monies, fees, credits, reimbursements, contributions, or other consideration that Seller (or any prior owner of the Property) is entitled to claim or receive, from any governmental agency or any other person or entity, in connection with any work performed or expenditures made by Seller (or any prior owner of the Property), at any time prior to the Effective Date.

  • Personal Property In addition to the real property described in Section II, the Seller shall include the following personal property: _ The real property in Section II and any personal property in Section III shall be collectively known as the “Property”.

  • Real Property; Personal Property (a) On the Disaffiliation Date, Local Church will have full title and ownership of the Real Property and Personal Property. The parties shall ensure all necessary transfers or other transactions relating to the above properties are completed on or prior to the Disaffiliation Date. Any costs resulting from such transfers or other transactions shall be borne by Local Church. Annual Conference shall fully cooperate with Local Church, as needed and applicable, to ensure that such transfers and other transactions convey all of Annual Conference’s interest – both for itself and on behalf of The United Methodist Church – in the Real Property and Personal Property, both tangible and intangible, of Local Church.

  • Leased Personal Property Other than Personal Property owned by the Company or the Company Subsidiary, the Company or the Company Subsidiary has good and valid leasehold title to all of the tangible personal property Assets used by the Company or the Company Subsidiary, free and clear of any and all Encumbrances other than Permitted Encumbrances which would not permit the termination of the lease therefor by the lessor. Disclosure Schedule 3.9(c) sets forth all Leases for personal property. With respect to each Lease listed on Disclosure Schedule 3.9(c), (i) there has been no breach or default under such Lease by the Company, the Company Subsidiary or by any other party, (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not cause (with or without notice and with or without the passage of time) a default under any such Lease, (iii) such Lease is a valid and binding obligation of the applicable lessor, is in full force and effect and is enforceable by the Company or the Company Subsidiary in accordance with its terms, (iv) no action has been taken by the Company or the Company Subsidiary and no event has occurred which, with notice or lapse of time or both, would permit termination, modification or acceleration by a party thereto other than by the Company or the Company Subsidiary without the consent of the Company or the Company Subsidiary, (v) no party has repudiated any term thereof or threatened to terminate, cancel or not renew any such Lease, and (vi) neither the Company nor the Company Subsidiary has assigned, transferred, conveyed, mortgaged or encumbered any interest therein or in any leased property subject thereto (or any portion thereof).

  • Furniture, Fixtures and Equipment Sublessee shall have the right to use during the Term the office furnishings and equipment within the Subleased Premises that are identified on Exhibit C attached hereto, as such exhibit may be adjusted by mutual agreement of the parties prior to the Third Floor Premises Delivery Date (the “Furniture”), provided Sublessee may only use the Furniture located in the Second Floor Premises after the Second Floor Commencement Date. The Furniture is provided in its “AS IS, WHERE IS” condition, without representation or warranty whatsoever. Sublessee shall insure the Furniture under the property insurance policy required under the Master Lease, as incorporated herein, and pay all taxes with respect to the Furniture. Sublessee shall maintain the Furniture in good condition and repair, reasonable wear and tear excepted, and shall be responsible for any loss or damage to the same occurring during the Term. Sublessee shall surrender the Furniture to Sublessor upon the termination of this Sublease in the same condition as exists as of the applicable Delivery Date, reasonable wear and tear excepted. Sublessee shall not remove any of the Furniture from the Subleased Premises. Notwithstanding anything to the contrary herein, Sublessee may provide Sublessor with written notice one (1) time not less than forty-five (45) days prior to the Third Floor Premises Delivery Date that lists any items of Furniture that Sublessee does not want to use and Sublessor shall, at no cost to Sublessee, remove such items from the Subleased Premises prior to the Third Floor Premises Delivery Date and such items shall no longer be considered Furniture hereunder. Notwithstanding the foregoing, provided Sublessee is not in default beyond the expiration of any applicable cure or grace period as of the date of the expiration or earlier termination of this Sublease, which condition may be waived by Sublessor in its sole discretion, then upon the expiration or earlier termination of this Sublease, the Furniture shall become the property of Sublessee, and Sublessee shall accept the same in its “AS IS, WHERE IS” condition, without representation or warranty whatsoever except as provided in the Bill of Sale referred to in the following sentence. In the event the Furniture is to become the property of Sublessee upon the expiration or earlier termination of this Sublease pursuant to the terms of the immediately preceding sentence, then Sublessor agrees to execute and deliver to Sublessee a Bill of Sale in the form of Exhibit D attached hereto conveying and transferring to Sublessee the Furniture.

  • Equipment and Property A. The Grantee must ensure equipment with a per-unit cost of $5,000 or greater purchased with grant funds under this award is used solely for the purpose of this Grant or is properly pro-rated for use under this Grant. Grantee must have control systems to prevent loss, damage, or theft of property funded under this Grant. Grantee shall maintain equipment management and inventory procedures for equipment, whether acquired in part or whole with grant funds, until disposition occurs.

  • Plant and Equipment The plants, structures and equipment of the Company are structurally sound with no known defects and are in good operating condition and repair and are adequate for the uses to which they are being put; and none of such plants, structures or equipment are in need of maintenance or repairs except for ordinary, routine maintenance and repairs which are not material in nature or cost. Except as set forth in Schedule 3.16, the Company has not received notification that it is in violation of any applicable building, zoning, anti-pollution, health or other law, ordinance or regulation in respect of its plants or structures or their operations and no such violation exists.

  • Other Personal Property Unless at the time the Secured Party takes possession of any tangible Collateral, or within seven days thereafter, the Debtor gives written notice to the Secured Party of the existence of any goods, papers or other property of the Debtor, not affixed to or constituting a part of such Collateral, but which are located or found upon or within such Collateral, describing such property, the Secured Party shall not be responsible or liable to the Debtor for any action taken or omitted by or on behalf of the Secured Party with respect to such property.

  • PURCHASE OF EQUIPMENT AND PERSONAL PROPERTY For valuable consideration, the sum of $1.00, receipt of which is acknowledged, Xxxxxx agrees to quitclaim, transfer, sell, waive and release any interest it has or may have, including as the beneficiary of any trust interest created by the provisions of The Book of Discipline of The United Methodist Church, and Xxxxx agrees to accept all of Seller’s title and interest, if any, in and to all of the properties and assets held by Xxxxxx United Methodist Church and relating to the Conference’s claim for itself, or on behalf of The United Methodist Church, of any beneficial right of any kind, including all proprietary rights and privileges of any kind or nature, whether arising by operation of law, trust, contract, property or other means to all tangible personal property owned as of the date of this Bill of Sale in the name of Xxxxxx United Methodist Church (including, without limitation, cash, bank accounts, accounts and notes receivable, deposits, prepaid items, contents, furnishings, equipment, tools, furniture, leasehold improvements, computer software, permits, licenses, authorizations, books, records, papers, securities, funds, goodwill, contracts, and other intangibles (hereinafter collectively, the "Personal Property") on the terms and conditions set forth in this Bill of Sale.

Time is Money Join Law Insider Premium to draft better contracts faster.