Nondelivered Assets Sample Clauses

Nondelivered Assets. Notwithstanding anything else contained in this Agreement to the contrary, in the event that an Asset is not delivered by the Seller to Purchaser at Closing (a “Nondelivered Asset”), the Seller shall deliver such Nondelivered Asset to Purchaser as soon as the Seller has actual knowledge of the existence of such Nondelivered Asset.
Sample 1
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Nondelivered Assets. Notwithstanding anything else contained in this Agreement, in the event that any Telecom Asset is not delivered by ADMI to Purchaser at Closing (a "Nondelivered Telecom Asset"), ADMI shall deliver such Nondelivered Telecom Asset to Purchaser as soon as ADMI has actual knowledge of the existence of such Nondelivered Telecom Asset.
Sample 1
Nondelivered Assets. Notwithstanding anything else contained in this Agreement, in the event that an Asset is not delivered by the Sellers or BCGI to Purchaser at Closing (a "Nondelivered Asset"), the Sellers or BCGI shall deliver such Asset to Purchaser as soon as the Sellers or BCGI have actual knowledge of the existence of such Nondelivered Asset; provided, however, that if any equipment listed on Schedule 2.3 shall remain on the premises of the Sellers or BCGI thirty (30) days after the Closing, then Purchaser shall pay to the Sellers the sum of $1,000.00 per month until Purchaser gives written notice to the Sellers that Purchaser no longer requires the use of such equipment, which shall not be more than twelve (12) months following the Closing. Any equipment left on the premises for more than twelve (12) months after the Closing may be disposed of by the Sellers. Purchaser shall pay the costs of maintenance of such equipment while on the premises of the Sellers and the costs of disposal of such equipment. Purchaser shall insure the equipment against loss at its own expense. If Purchaser desires to have the equipment shipped to another location, it shall give prior written notice to the Sellers, and Purchaser shall arrange to have the equipment moved at its expense.
Sample 1

Related to Nondelivered Assets

  • 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”):

  • 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):

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

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • 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.

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Fixed Assets 7 3.11. Leases ............................................................. 8 3.12. Change in Financial Condition and Assets ........................... 8

  • Retained Assets (a) Notwithstanding Section 2.1(a), all of Seller's right, title and interest in the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"):

  • Title to Company Assets Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and the Sole Member shall not have any ownership interest in such Company assets or any portion thereof.

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