Ownership of Assets and Priority Rights Sample Clauses

Ownership of Assets and Priority Rights of Metro To facilitate Parking Company’s management of the Metered Parking System as Metro’s agent, Metro hereby grants to Parking Company the right to use all current Metered Parking System Assets for the Term. Parking Company may from time to time purchase additional equipment and make other capital investments utilizing proceeds in the Operating Expense Account or Capital Expense Account in accordance with the Business Plan. For ease of operations, insurance, depreciation and maintenance, Metro hereby authorizes Parking Company to take title to such additional Metered Parking System Assets. Parking Company may sell, either as owner or as Metro’s agent, any Personal Property and the proceeds thereof will constitute Project Revenue for deposit into the Metro Account. Upon termination of this Agreement, and notwithstanding any dispute relating to this Agreement or default of Metro under this Agreement, Parking Company shall, within 10 Days of Metro’s request, quitclaim and Transfer by xxxx of sale, by deed, xxxx of sale, transfer of title document or other conveyance method, and without additional consideration, all Metered Parking System Assets to Metro or to such party as Metro directs. Parking Company hereby grants a security interest in and to all Metered Parking System Assets including all Personal Property and Capital Improvements hereafter included in the Metered Parking System, for purposes of securing Parking Company’s obligations under this Section 10.5, which security interest must at all times have first priority over all other creditors of Parking Company. This security interest is in addition to the security interest granted in the Capital Expense Account and Operating Expense Account pursuant to Section 2.3(i). Parking Company will execute such financing statements, account control agreements, pledge agreements or other documents, and take such other reasonable actions, as Metro shall reasonably request from time to time for purposes of allowing Metro to perfect the security interests granted under this Section 10.5 and Section 2.3(i). Nothing in this Section 10.5 or Section 2.3(i) will prohibit Parking Company from entering into a Financing Agreement with a Secured Lender under which Parking Company grants a security interest to a Secured Lender in the equity interests in Parking Company, Parking Company’s rights to payments under the Waterfall, any accounts into which Parking Company has directed that money’s due Parking Company hereunder ...
Sample 1
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Ownership of Assets and Priority Rights of Metro To facilitate Parking Company’s management of the Metered Parking System as Metro’s agent, Metro hereby grants to Parking Company the right to use all current Metered Parking System Assets for the Term. As Metro’s agent, Parking Company may thereafter, and from time to time, purchase additional equipment and make other capital investments in accordance with the terms of this Agreement and the Business Plan. COMPLIANCE WITH LAWS
Sample 1

Related to Ownership of Assets and Priority Rights

  • Ownership of Assets The Company and its subsidiaries have good and marketable title to all property (whether real or personal) described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus as being owned by them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus. The property held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Company or its subsidiaries.

  • Ownership of Intellectual Property Any intellectual property which originates from or is developed by a Party shall remain the exclusive property of that Party. Except for a limited license to use patents or copyrights to the extent necessary for the Parties to use any facilities or equipment (including software) or to receive any service solely as provided under this Agreement, no license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable by a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at no additional cost to the other Party that it has obtained any necessary licenses in relation to intellectual property of third Parties used in its network that may be required to enable the other Party to use any facilities or equipment (including software), to receive any service, or to perform its respective obligations under this Agreement.

  • Ownership of Intellectual Property Rights 1. 3. 1. Your only right to use the Software is by virtue of this License and you acknowledge that all intellectual property rights in or relating to the Software and all parts of the Software are and shall remain the exclusive property of Traction Software Limited or its licensors.

  • Ownership of Acquired Property Except to the extent that a specific provision of this contract states to the contrary, the State shall own all intellectual property acquired or developed under this contract and all equipment purchased by the Engineer or its subcontractors under this contract. All intellectual property and equipment owned by the State shall be delivered to the State when the contract terminates, or when it is no longer needed for work performed under this contract, whichever occurs first.

  • OWNERSHIP OF DELIVERABLES & INTELLECTUAL PROPERTY RIGHTS 5.1 Supplier hereby assigns and grants to Accenture all rights and licenses necessary for Accenture to access, use, transfer, and sell the Deliverables and to exercise the rights granted under the Agreement, and pass-through the same to its Affiliates and designated users, for the use and benefit of Accenture and in providing services to Accenture’s clients and business partners. Except with respect to any proprietary materials, programs, and documentation provided by Supplier or its suppliers and in existence prior to the services being performed under the Agreement (“Pre-Existing Materials”), all right, title and interest in the Deliverables, including all intellectual property rights, will be the exclusive property of Accenture, to the extent permitted by applicable law. Supplier hereby assigns to Accenture ownership of all right, title and interest in the Deliverables (excluding Pre-Existing Materials) and waives any moral rights therein.

  • OWNERSHIP OF SOFTWARE AND COPYRIGHTS Title to all copies of the Software remains with Intel or its suppliers. The Software is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You may not remove any copyright notices from the Software. Intel may make changes to the Software, or to items referenced therein, at any time without notice, but is not obligated to support or update the Software. Except as otherwise expressly provided, Intel grants no express or implied right under Intel patents, copyrights, trademarks, or other intellectual property rights. You may transfer the Software only if the recipient agrees to be fully bound by these terms and if you retain no copies of the Software. EXCLUSION OF OTHER WARRANTIES. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Intel does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Software. LIMITATION OF LIABILITY. IN NO EVENT WILL INTEL OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

  • DISCLOSURE OF ASSETS Each Spouse warrants to the other that they do not have any knowledge of any assets other than those disclosed in accordance with Section VII. If the Spouses have waived their rights to financial disclosures, then this Section shall not apply to this Agreement. If either Spouse has any knowledge of any asset other than those disclosed in accordance with Section VII, that warrantor shall transfer or pay to the warrantee, at the warrantee’s election, one of the following:

  • OWNERSHIP IN INTELLECTUAL PROPERTY The Department and Contractor agree that each has no right, title, interest, proprietary or otherwise in the intellectual property owned or licensed by the other, unless otherwise agreed upon by the parties in writing. All deliverables, documents, records, programs, data, articles, memoranda, and other materials not developed or licensed by Contractor prior to the execution of this Contract, but specifically created or manufactured under this Contract shall be considered work made for hire, and Contractor shall transfer any ownership claim to the Department.

  • Ownership of Software The Parties acknowledge that any software provided by the Authority is and remains the property of the Authority.

  • TREATMENT OF ASSETS Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property furnished by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under this contract, shall pass to and vest in COMMERCE upon delivery of such property by the Contractor. Title to other property, the cost of which is reimbursable to the Contractor under this contract, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the performance of this contract, or (ii) commencement of use of such property in the performance of this contract, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first occurs.

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