Facility Assets Sample Clauses

Facility Assets. (a) Except as set forth on Schedule 3.14, GB either (i) is the legal and beneficial owner of, and possesses good and marketable title in and to, or (ii) has a valid leasehold interest in and to, all of the Facility Assets, in each case free and clear of any Lien, other than Permitted Liens.
Sample 1
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Facility Assets. If and to the extent good and marketable title to the Facility Assets was conveyed to the Owner Trustee pursuant to the PGE Xxxx of Sale and the PGE Assets Sales Agreement, then Transferor is the sole owner of such Facility Assets and, at the Closing, will transfer such Facility Assets to Transferee free and clear of all Transferor Liens, other than Permitted Liens and, with respect to interests in real property comprising the Facility Assets, Permitted Encumbrances.
Sample 1
Facility Assets. 7 3.1. Reservation of Title..................... 7 3.2. Separation of Title...................... 8 Section 4. Term of Ground Lease..................... 8 4.1. Ground Lease Term........................ 8 4.2. [Intentionally Omitted].................. 8 4.3. Ground Lessor's Bankruptcy............... 8 Section 5. Rent..................................... 9 5.1. Ground Lease Primary Rent................ 9 5.2.
Sample 1
Facility Assets. Upon the terms and subject to the conditions of --------------- this Lease, the Lessor agrees to lease and hereby leases the Facility Assets to the Lessee, and the Lessee agrees to lease and hereby leases the Facility Assets from the Lessor, for the Basic Lease Term and, subject to the exercise by the Lessee of its renewal option or options as provided in Section 5, the Renewal Term or Renewal Terms.
Sample 1
Facility Assets. Schedule 3.3(a) (with respect to the Premises), Schedule 3.3(c) (with respect to the Fixtures and Equipment), Schedule 3.3(d) (with respect to the Books and Records), Schedule 3.3(e) (with respect to the Transferred Permits), Schedule 3.3(f) (with respect to the Intellectual Property Assets), Schedule 3.3(g) (with respect to the Supplies), Schedule 3.3(h) (with respect to Transmission Assets), and Schedule 3.3(i) (with respect to the Warranties) contain a true and complete listing of Buyer’s Facility Ownership Interests in and to the Facility Assets. The Fixtures and Equipment are in good repair and operating condition, ordinary wear and tear excepted, and are suitable for continued use in the ordinary course of the Business.
Sample 1
Facility Assets. All Facility Assets (including but not limited any and all cash and accounts receivables) existing as of the effective date of termination, including property acquired by Pacer, or any of its affiliates or subsidiaries, after the Transfer Date; and
Sample 1
Facility Assets. If, at any time during the Term, Seller intends to sell the assets comprising all or substantially all of the Facility (the “Facility Assets”) to a person or entity that is not an Affiliate of Seller, Seller shall first offer the Facility Assets to Buyer. Seller’s offer to the Buyer shall set forth, in writing and in reasonable detail, POWER PURCHASE AGREEMENT – RAFT RIVER ENERGY –09/20/07) substantially similar terms and conditions of the offer being proposed by the Seller to the other person or entity. Seller shall promptly answer any questions that Buyer may have concerning the offered terms and conditions and shall meet with Buyer to discuss the offer.
Sample 1
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Related to Facility Assets

  • Facility Operations Seller shall ensure that all Facility components are operated and maintained safely and in a manner designed to meet the Warranty Specifications and Performance Standards and as otherwise required under this Agreement.

  • Facility Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time, the aggregate principal amount of Shelf Notes stated in Section 1.2, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.

  • Banking Facilities CLAUSE 2.29 of the Disclosure Schedule sets forth ------------------ a true, correct and complete list of:

  • Facility Use The Employer shall allow individuals the use of gender- segregated facilities, such as restrooms, locker rooms, and dressing rooms that are consistent with that individual's gender expression or gender identity. In such facilities where undressing in the presence of others occurs, the Employer shall allow access to and use of a facility consistent with that individual's gender expression or gender identity.

  • School Facilities 0000 X 00xx X, Xxxxx Xxxxx, XX 00000. The School shall provide reasonable notification to the Authorizer of any change in the location of its facilities.

  • Existing Facilities Each of the Existing Facilities shall be repaid in full and terminated and all collateral security therefor shall be released, and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release.

  • Loan Facility Upon a request by the Borrower pursuant to Section 2.02, and on the terms and subject to the conditions hereinafter set forth, the Lenders shall, ratably in accordance with their respective Commitments, severally and not jointly, make Loans to the Borrower from time to time during the period from the Closing Date to the Termination Date. Under no circumstances shall any Lender be obligated to make any such Loan if, after giving effect to such Loan:

  • Capital Equipment Collaborator’s commitment, if any, to provide IC with capital equipment to enable the research and development activities under the Research Plan appears in Appendix B. If Collaborator transfers to IC the capital equipment or provides funds for IC to purchase it, then IC will own the equipment. If Collaborator loans capital equipment to IC for use during the CRADA, Collaborator will be responsible for paying all costs and fees associated with the transport, installation, maintenance, repair, removal, or disposal of the equipment, and IC will not be liable for any damage to the equipment.

  • Refinancing Facilities (a) Upon written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time elect to refinance any Class of Term Loans or Revolving Credit Commitments, in whole or in part, with one or more new term loan facilities (each, a “Refinancing Term Facility”) or new revolving credit facilities (each, a “Refinancing Revolving Credit Facility”; the Refinancing Term Facilities and the Refinancing Revolving Credit Facilities are collectively referred to as “Refinancing Facilities”), respectively, under this Agreement with the consent of the Borrower, the Administrative Agent (not to be unreasonably withheld or delayed) and the institutions providing such Refinancing Term Facility or Refinancing Revolving Credit Facility or, in the case of any series of Term Loans, with one or more series of senior unsecured notes or term loans or senior secured first lien notes or term loans or senior secured junior lien (as compared to the Liens securing the Secured Obligations) term loans, in each case, if secured, that will be secured by Liens on the Collateral on a pari passu basis or junior priority basis (as applicable) with the Liens on Collateral securing the Secured Obligations and will be subject to customary intercreditor arrangements reasonably satisfactory to the Borrower and the Administrative Agent (any such notes or loans, “Refinancing Equivalent Debt”); provided that (i) except with respect to customary bridge loans, any Refinancing Term Facility or Refinancing Equivalent Debt does not mature, or have a weighted average life to maturity, earlier than the final maturity, or the weighted average life, of the Class of Term Loans or Incremental Term Loans being refinanced, (ii) any Refinancing Revolving Credit Facility does not mature prior to the maturity date of the Revolving Credit Commitments being refinanced, (iii) the other terms and conditions of such Refinancing Term Facility, Refinancing Revolving Credit Facility or Refinancing Equivalent Debt (excluding pricing and optional prepayment or redemption terms) are (taken as a whole) no more favorable to the lenders or investors, as applicable, providing such Refinancing Term Facility, Refinancing Revolving Credit Facility or Refinancing Equivalent Debt, as applicable, than those applicable to the Term Loans, Incremental Term Loans or the Revolving Credit Commitments being refinanced, (iv) there shall be no borrower, issuer and/or guarantor under any Refinancing Equivalent Debt other than the Borrower and/or the Subsidiary Guarantors, as applicable, (v) the proceeds of any Refinancing Facility or Refinancing Equivalent Debt shall be applied, substantially simultaneously with the incurrence thereof, to the prepayment of outstanding Loans (and, in the case of any Refinancing Facility or Refinancing Equivalent Debt the proceeds of which are used to refinance the Revolving Credit Commitments, to the pro rata commitment reduction) under the facility being refinanced, and (vi) to the extent secured, any such Refinancing Facility or Refinancing Equivalent Debt shall not be secured by any lien on any asset that does not also secure the Facilities. Each such notice shall specify the date on which the Borrower proposes that the Refinancing Facility shall be made or the Refinancing Equivalent Debt shall be issued, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent.

  • Inventories The Operator shall maintain detailed records of Controllable Material.

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