Rail Assets Sample Clauses

Rail Assets. (a) Subject to paragraphs (b) and (c) below, in connection with (i) the acquisition by a Grantor of any Unencumbered rolling stock or (ii) rolling stock owned by a Grantor becoming Unencumbered (in each case with respect to which a Grantor claims to be the owner for U.S. federal income tax purposes and title to which is held by a Grantor or an Owner-Trustee), Grantor shall cause to be filed with the Surface Transportation Board (“STB”) applicable memoranda of security agreement (“STB Filings”) in respect of the Collateral Agent’s Lien on such Unencumbered rolling stock (together with leases thereof, to the extent related to such rolling stock) and, in each case, shall cause to be delivered to the Collateral Agent opinion letters of special STB counsel to the Grantors, which opinion letters shall include, without limitation, opinions confirming that (x) the STB Filings have been duly filed and recorded pursuant to and in compliance with the recordation provisions and (y) the STB Filings perfect a valid and first priority Schedule 1.1A-2 security interest in such rolling stock (and, if applicable, leases thereof), such STB Filings and opinions, in each case, to be in form and substance reasonably satisfactory to the Collateral Agent.
Sample 1
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Rail Assets. (a) Subject to paragraph (b) below, in connection with (i) the acquisition by a Grantor of any Unencumbered rolling stock or (ii) rolling stock owned by a Grantor becoming Unencumbered (in each case with respect to which a Grantor claims to be the owner for U.S. federal income tax purposes and title to which is held by a Grantor or an Owner-Trustee), Grantor shall cause to be filed with the Surface Transportation Board (“STB”) applicable memoranda of security agreement (“STB Filings”) in respect of the Collateral Agent’s Lien on such Unencumbered rolling stock (together with leases thereof, to the extent related to such rolling stock) , such STB Filings to be in form and substance reasonably satisfactory to the Collateral Agent.
Sample 1
Rail Assets. (a) Subject to paragraphs (b) and (c) below, within thirty (30) days (or such longer period as the Administrative Agent may agree in its sole discretion) of the date of acquisition by a Grantor of any Unencumbered rolling stock or the date when rolling stock owned by a Grantor becomes Unencumbered (in each case with respect to which a Grantor claims to be the owner for U.S. federal income tax purposes and title to which is held by a Grantor or an Owner-Trustee), Grantor shall cause to be filed with the STB applicable memoranda of security agreement (“STB Filings”) in respect of the Collateral Agent’s Lien on such Unencumbered rolling stock (together with leases thereof, to the extent related to such rolling stock) and, in each case, shall cause to be delivered to the Collateral Agent opinion letters of special STB counsel to the Grantors, which opinion letters shall include, without limitation, opinions confirming that (x) the STB Filings have been duly filed and recorded pursuant to and in compliance with the recordation provisions and (y) the STB Filings perfect a valid and first priority security interest in such rolling stock (and, if applicable, leases thereof), such STB Filings and opinions, in each case, to be in form and substance reasonably satisfactory to the Collateral Agent.
Sample 1
Rail Assets. Promptly after execution of a notice of appointment of successor administrative agent and collateral agent, Surface Transportation Board (“STB”) filings will be made to evidence the replacement of Barclays Bank PLC, as collateral agent, with the Collateral Agent in respect of the rail collateral listed on Annex 2 hereto (subject to changes to reflect sales, casualties, scrappings and other similar dispositions permitted under this Agreement, the “Existing Rail Collateral”) (and written proof of recordation of such filings shall be delivered to Collateral Agent promptly after such recordation), together with opinion letters of special STB counsel to the Grantors, in form and substance reasonably satisfactory to the Collateral Agent, all to be completed within seven (7) Business Days after the Amendment Agreement Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion).
Sample 1
Rail Assets. (a) No later than August 13, 2009, Surface Transportation Board (“STB”) filings, recordations and applicable memoranda of security agreement (collectively, “Filings”) in respect of the Collateral Agent’s Lien on Unencumbered rail assets (including railcars, other railroad rolling stock and leases thereof) listed on Annex 1 (subject to changes to reflect sales, casualties, scrappings and other similar dispositions that are permitted under the Credit Agreement prior to the date of such Filings) with respect to which a Grantor claims to be the owner for U.S. federal income tax purposes and title to which is held by a Grantor or an Owner-Trustee and, in each case, together with opinion letters of special STB counsel to the Grantors, which opinion letters shall include, without limitation, opinions confirming that (x) the Filings have been duly filed and recorded with the Surface Transportation Board pursuant to and in compliance with the recordation provisions and (y) the Filings perfect a valid and first priority security interest in such rail assets , such Filings and opinions, in each case, to be in form and substance reasonably satisfactory to the Collateral Agent.
Sample 1

Related to Rail Assets

  • General Assets All amounts credited in respect of the RSUs to the book-entry account under this Agreement shall continue for all purposes to be part of the general assets of the Company. The Participant’s interest in such account shall make the Participant only a general, unsecured creditor of the Company.

  • Commingling Assets The assets of your IRA cannot be commingled with other property except in a common trust fund or common investment fund.

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

  • Material Assets The financial statements of the Acquiror Company set forth in the SEC Documents reflect the material properties and assets (real and personal) owned or leased by the Acquiror Company.

  • Property and Equipment The buildings, plants, structures located at the Plant Property and the Equipment are all owned by the CCC Company free and clear of all Liens (except Permitted Liens) and are structurally sound, are in good operating condition and repair, subject to normal wear and tear, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, personal property or Equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.

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

  • Real Property; Title to Assets (a) The Company does not own any real property.

  • 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 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Property or Properties As the context requires, any, or all, respectively, of the Real Property acquired by the Company, either directly or indirectly (whether through joint venture arrangements or other partnership or investment interests).

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