OTHER ASSETS; SERVICES Sample Clauses

OTHER ASSETS; SERVICES. Any trademarks or tradenames or other intellectual property associated with the Excluded Facilities or the Excluded Assets will be retained by the Company after the Closing. With respect to fixed assets included in the Excluded Assets, the Company will use commercially reasonable efforts prior to Closing to sell or liquidate such assets; PROVIDED, HOWEVER, that if as of the Closing the Company has been unable to sell or liquidate such assets notwithstanding such efforts, if requested by the Parent, the Company will use its reasonable efforts to sell or liquidate such fixed assets for a period not to exceed 60 days after the Closing (it being understood that the Company will not be required to provide more than one member of management in respect of these activities). The Buyer may purchase any racking included in the fixed assets (to the extent the Company does not otherwise sell or transfer such racking to Landlords in connection with the termination of the Excluded Leases) for no consideration, except the Buyer will pay for any costs of removing and/or shipping such racking. With respect to any inventory included in the Excluded Assets (not otherwise sold to an unaffiliated third party under SECTION 1.5(a)(i)), the Buyer will purchase any such inventory at the Closing subject to the terms and conditions of the Inventory Purchase Agreement substantially in the form of EXHIBIT A hereto (the "INVENTORY PURCHASE AGREEMENT"). On or prior to the fifth (5th) business day preceding the Closing, the Company will conduct a physical count of the inventory at the Excluded Facilities and will permit the Buyer and its representatives to observe and participate in such physical count. The inventory to be purchased pursuant to the Inventory Purchase Agreement will be adjusted to reflect the results of such physical count.
Sample 1
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Related to OTHER ASSETS; SERVICES

  • Disposition Services The Manager shall:

  • Other Assets Sold Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall receive payment for and deliver other Assets for the account of a Fund as provided in Instructions.

  • 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;

  • Other Assets i. Shares of other investment companies (open- or closed-end funds and ETFs) the assets of which consist entirely of Eligible Assets based on the Investment Adviser’s assessment of the assets of each such investment company taking into account the investment company’s most recent publicly available schedule of investments and publicly disclosed investment policies.

  • ADS Services Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary. Person holding ADSs on the applicable record date(s) established by the Depositary.

  • The Advisers Services (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds' assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of a Fund.

  • Other Assets Purchased Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall pay for and receive other Assets for the account of a Fund as provided in Instructions.

  • SaaS Services 6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA’s Statement on Standards for Attestation Engagements (“SSAE”) No. 18. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS Services. Upon execution of a mutually agreeable Non-Disclosure Agreement (“NDA”), we will provide you with a summary of our compliance report(s) or its equivalent. Every year thereafter, for so long as the NDA is in effect and in which you make a written request, we will provide that same information.

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

  • Contractor’s Services a. Contractor shall perform all Services in accordance with Residential Care and Assisted Living Facilities Oregon Administrative Rules Chapter 411, Division 054 and all applicable state and federal laws.

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