Facilities Ownership Option Sample Clauses

Facilities Ownership Option. Under ART's Facilities Ownership Option, ART shall transfer title to the Equipment specified in Attachment D-2 to Purchaser concurrently with the delivery of a Completion Notice pursuant to a xxxx of sale and such other documents as are reasonably necessary to accomplish such transfer. In connection with the transfer of title to such Equipment, ART shall assign to Purchaser, to the extent reasonably possible, any rights of ART to manufacturer's warranties relating to the Equipment.
Sample 1Sample 2
AutoNDA by SimpleDocs
Facilities Ownership Option. Under ART's Facilities Ownership Option, Purchaser, from and after the date of ART's delivery of a Completion Notice, shall bear the entire risk of loss, theft, destruction or damage of the Equipment or any portion of it from any cause whatsoever for the Equipment covered by such Notice. The total or partial destruction of any Equipment or the total or partial loss of use or possession by Purchaser shall not release or relieve Purchaser from the duty to pay the charges provided herein.
Sample 1Sample 2
Facilities Ownership Option. Under ART's Facilities Ownership Option, Purchaser may only modify its Service Order with respect to the location of the Equipment and at any time prior to the Service Commencement Date, as hereinafter defined, provided that Purchaser shall be responsible for all internal costs incurred by ART and for direct costs incurred to the date of cancellation that ate payable to third parties. The charges set forth in this Section 5.2 are subject to Section 5.3. Such modifications by Purchaser will not be accepted unless confirmed in writing by Purchaser and signed by an authorized representative of Purchaser.
Sample 1
Facilities Ownership Option. Under the Facilities Ownership Option, ART shall invoice Purchaser upon installation and acceptance by Purchaser of the Equipment and Purchaser shall pay for such Equipment within twenty (20) days of the receipt of the invoice.
Sample 1
Facilities Ownership Option. Under ART's Facilities Ownership Option, Purchaser, from and after the date of ART's delivery of a Completion Notice, shall bear the entire risk of loss, theft, destruction or damage of the Equipment or any portion of it from any cause whatsoever for the Equipment covered by such Notice. The total or partial destruction of any Equipment or the total or partial loss of use or possession by Purchaser shall not release or relieve Purchaser from the duty to pay the charges provided herein. Purchaser hereby agrees that as of the delivery of a Completion Notice, Purchaser assumes all risks and liabilities arising from ownership of the Equipment, including without limitation, Equipment malfunctions and injury to persons and property. Purchaser, its successors and assigns hereby unconditionally release ART, ART's successors, assigns and their directors, officers, shareholders, employees, agents, subcontractors, and affiliates (collectively "ART Parties") from any and all claims, judgments, demands, damages, obligations, lawsuits, causes of action, losses, liabilities (including strict liability), costs or expenses, matured or unmatured, foreseeable or unforeseeable, including without limitation, reasonable attorneys' fees and costs (collectively, "Claims") arising from the Equipment from and after ART's delivery of a Completion Notice. Purchaser, its successors and assigns agree to indemnify, defend and reimburse and hold harmless ART Parties from and against any and all Claims directly and indirectly arising from the Equipment from and after ART's delivery of the Completion Notice.
Sample 1
Facilities Ownership Option. Under ART's Facilities Ownership Option, Purchaser may only modify its Service Order with respect to the location of the Equipment and at any time prior to the Service Commencement Date, as hereinafter defined, provided that Purchaser shall be responsible for all internal costs incurred by ART, including, without limitation, performance of additional Detailed Site Surveys, for direct costs incurred to the date of cancellation that are payable to third parties and for recurring and non-recurring charges relating to Site access at the new location. The charges set forth in this Section 5.2 are subject to Section 5.3. Such modifications by Purchaser will not be accepted unless confirmed in writing by Purchaser and signed by an authorized representative of Purchaser.
Sample 1

Related to Facilities Ownership Option

  • Restricted Securities Owners/Ownership Restrictions From time to time or upon request of the Depositary, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities and the Company shall update such list on a regular basis. The Depositary may rely on such list or update but shall not be liable for any action or omission made in reliance thereon. The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the Memorandum and Articles of Association or applicable Cayman Islands law as if they held the number of Shares their ADSs represent. The Company shall, in accordance with Article (24) of the Receipt, inform Holders and Beneficial Owners and the Depositary of any other limitations on ownership of Shares that the Holders and Beneficial Owners may be subject to by reason of the number of ADSs held under the Articles of Association or applicable Cayman Islands law, as such restrictions may be in force from time to time. The Company may, in its sole discretion, but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner pursuant to the Memorandum and Articles of Association, including but not limited to, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADRs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Memorandum and Articles of Association; provided that any such measures are practicable and legal and can be undertaken without undue burden or expense, and provided further the Depositary’s agreement to the foregoing is conditional upon it being advised of any applicable changes in the Memorandum and Articles of Association. The Depositary shall have no liability for any actions taken in accordance with such instructions.

  • FUND TRANSFER FACILITIES VIA TBS The Account Holder may apply, in accordance with the Bank’s prescribed procedure then prevailing and the Bank may, in its reasonable discretion, permit the Account Holder to operate such fund transfer facilities via the TBS, including without limitation, GIRO or direct debit banking system as may be made available by the Bank from time to time. The Account Holder acknowledges that the operation of such fund transfer facilities shall be subject to the relevant terms and conditions governing such facilities.

  • Ownership Event In the reasonable judgment of Party A, on any day, the Share Amount for such day exceeds the Applicable Share Limit for such day (if any applies).

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • Treatment of Warrant Upon Acquisition of Company (a) For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • List of Restricted Securities Owners From time to time, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities and the Company shall update that list on a regular basis. The Company agrees to advise in writing each of the persons or entities so listed that such Restricted Securities are ineligible for deposit hereunder. The Depositary may rely on such a list or update but shall not be liable for any action or omission made in reliance thereon.

  • Preservation of Purchase Rights Upon Merger, Consolidation, etc In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale, transfer or lease to another corporation of all or substantially all of the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase upon exercise of this Warrant the kind and amount of shares and other securities and property which such holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had this Warrant been exercised immediately prior to such action; PROVIDED, HOWEVER, that no adjustment in respect of cash dividends, interest or other income on or from such shares or other securities and property shall be made during the term of this Warrant or upon the exercise of this Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5. The provisions of this Section 5 shall apply similarly to successive consolidations, mergers, sales, transfers or leases.

  • Ownership Interest, Etc The Servicer shall, at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the Purchasers) as the Administrator or any Purchaser Agent may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s security interest as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrator.

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