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.
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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(0) 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. 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.
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.
Existing Assets. Each Company shall transfer its undivided right, title, and interest in the property described on Exhibit “H” hereto (the “Existing Assets”).

Related to Existing Assets

  • Remaining Assets In the event that the School closes, the School shall return any remaining public assets to the State, provided that any outstanding obligations of the School are fulfilled first pursuant to Sec. 302D-19, HRS.

  • 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 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Title to Assets and Properties (a) The Company and each of its Subsidiaries has good and valid title to all their respective material assets and properties (including those shown on the Balance Sheet) which are, individually or in the aggregate, material to the Company’s business or financial condition on a consolidated basis (except assets and properties which are no longer used or useful in the conduct of their businesses and those assets and properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent in all material respects with past practice), free and clear of all Liens, except for (x) Permitted Liens; (y) mortgages deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the consolidated financial statements of the Company included in the Filed Company SEC Documents; and (z) such other imperfections or irregularities of title or other Liens that, individually or in the aggregate, do not and could not reasonably be expected to materially affect the use of the properties or assets subject thereto or otherwise materially impair business operations as presently conducted or as currently proposed by the Company’s management to be conducted. All properties used in the operations of the Company’s business are reflected on the Balance Sheet to the extent required under GAAP to be so reflected. The rights, properties and assets presently owned, leased or licensed by the Company and its Subsidiaries include all rights, properties and assets necessary to permit the Company and its Subsidiaries to conduct their business in all material respects in the same manner as their businesses have been conducted prior to the date hereof; provided, that no representation is made in this Section 3.16 regarding Intellectual Property.

  • Assets and Properties The Borrower and each of its Subsidiaries has good and marketable title to all of its assets and properties (tangible and intangible, real or personal) owned by it and a valid leasehold interest in all of its leased assets (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets), and all such assets and property are free and clear of all Liens, except Liens permitted under Section 7.3(C). Substantially all of the assets and properties owned by, leased to or used by the Borrower and/or each such Subsidiary of the Borrower are in adequate operating condition and repair, ordinary wear and tear excepted. Neither this Agreement nor any other Transaction Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrower or such Subsidiary in and to any of such assets in a manner that would have or could reasonably be expected to have a Material Adverse Effect.

  • 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:

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Leased Assets The term "Leased Assets" shall have the meaning ascribed thereto in Section 3.6.

  • 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):

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

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