Existing Assets Sample Clauses
Existing Assets. All property, including financial assets, of the Parties and Participants hereto shall remain the property of such individual Parties and Participants unless transferred to the Authority by appropriate instrument.
Existing Assets. (i) Create, incur or assume, or permit any of its Subsidiaries to create, incur or assume, any Non-Recourse Debt secured by any of the Existing Assets, (ii) grant any Lien on any of the Existing Assets to secure any Non-Recourse Debt, or (iii) transfer any of the Existing Assets to any Non-Recourse Subsidiary (the matters referred to in clauses (i), (ii) and (iii) of this sentence being herein referred to as “Existing Asset Transactions”), provided that this Section 5.2(o) shall not prohibit Existing Asset Transactions if the aggregate fair market value (determined as of the Effective Date) of all Existing Assets that are subject to Existing Asset Transactions does not exceed $250,000,000 in the aggregate at any time. For the avoidance of doubt, Existing Assets shall cease to be considered subject to an Existing Asset Transaction if (x) with respect to clauses (i) and (ii) above, such Existing Assets cease to secure Non-Recourse Debt and (y) with respect to clause (iii) above, such Existing Assets have been transferred back to TWC or a Subsidiary of TWC (other than a Non-Recourse Subsidiary). Notwithstanding the foregoing, if Existing Assets that are subject to Existing Asset Transactions are transferred in connection with a foreclosure or in lieu of foreclosure upon Non-Recourse Debt, then they will be deemed to continue being subject to Existing Asset Transactions.
Existing Assets. Amdocs agrees to [**].
Existing Assets. Each Company shall transfer its undivided right, title, and interest in the property described on Exhibit “H” hereto (the “Existing Assets”).
Existing Assets. (a) To Licensors’ Knowledge, there are no claims, judgments, or settlements against, or amounts with respect thereto, owed by Licensors or any of their Affiliates relating to the Existing Patents, the Existing Know-How, or the Identified Existing Regulatory Documentation. Additionally, no claim or litigation has been brought or, to Licensors’ Knowledge, threatened, by any Person against Licensors or any of their Affiliates alleging, and Licensors has no Knowledge of any claim, whether or not asserted, that (i) the Existing Patents are invalid or unenforceable or (ii) the Existing Patents, the Existing Know-How, or the Identified Existing Regulatory Documentation or the disclosing, copying, making, assigning, or licensing of the Existing Patents, the Existing Know-How, or the Identified Existing Regulatory Documentation violates, infringes, or otherwise conflicts or interferes with, or would violate, infringe, or otherwise conflict or interfere with, any intellectual property or proprietary right of any Person.
(b) Licensors and their controlled Affiliates are the sole and exclusive owners of the entire right, title and interest in and to the Existing Patents, the Existing Know-How, and the Existing Regulatory Documentation.
(c) Licensors have the full right, power and authority to grant or cause to be granted all of the rights, title and interests in the licenses purported to be granted to Licensee under this Agreement;
(d) To Licensors’ Knowledge, no Person is infringing or threatening to infringe or misappropriating or threatening to misappropriate the Existing Patents, the Existing Know-How, or the Identified Existing Regulatory Documentation.
(e) To Licensors’ Knowledge, the conception, development, and reduction to practice of the Existing Patents and the Inventions claimed thereby, the Existing Know-How, and the Identified Existing Regulatory Documentation have not constituted or involved the misappropriation of trade secrets or other rights or property of any Person.
(f) To Licensors’ Knowledge, (i) the Existing Patents have been diligently prosecuted in the respective patent offices in accordance with applicable Law; and (ii) the Existing Patents have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment.
(g) To Licensors’ Knowledge, in respect of any pending patent applications included in the Existing Patents, Licensors or one or more of their Affiliates have presented all re...
Existing Assets. Debtor owns no other assets or property, tangible and intangible, other than the Collateral described herein, and Debtor shall not acquire any right, title, or interest in any other assets or property, tangible and intangible, beyond the Collateral described herein, without the Secured Party's prior written consent.