Repair of Assets Sample Clauses

Repair of Assets. (a) The Existing Member shall, as its sole cost and expense (including, for the avoidance of doubt, with respect to the conducting of any testing or hiring of any third party consultants, engineers or other advisors or service providers that the Existing Member is required to hire or otherwise determines to hire), use commercially reasonable efforts, as soon as reasonably practicable following the Execution Date, to (i) restore, repair and replace, in good faith and a good and workmanlike manner consistent with applicable Law, safety and good business practices, the LDPE Unit and any related Asset located at LCCP that was damaged as a result of the January 2020 explosion at LCCP to a condition substantially comparable to its condition immediately prior to such event, (ii) complete (x) all outstanding scopes of work for LCCP set forth on the LCCP Close Out Report and (y) any other repairs, actions, items and scopes of work, including the costs association therewith, necessary to complete LCCP as mutually determined in good faith by the New Member and the Existing Member, in each case, in good faith and a good and workmanlike manner consistent with applicable Law, safety and good business practices; (iii) cause the LDPE Unit to pass all of the performance tests and design specifications set forth in the Contract(s) applicable thereto in accordance with the terms thereof, and (iv) restore all Assets and operating standards therefor, in good faith and a good and workmanlike manner consistent with applicable Law, safety and good business practices, to the conditions substantially comparable to the conditions therefor as of August 15, 2020, including the applicable Assets achieving their respective target utilization (collectively, the “Asset Repairs”); provided that, if the New Member and the Existing Member are unable to mutually agree to the repairs, actions, items and scopes of work necessary to complete LCCP as required by preceding clause (ii)(y) within thirty (30) days following the Execution Date, then the New Member and the Existing Member shall submit such disagreement to a designated senior officer or manager of the New Member and a designated senior officer or manager of the Existing Member, and such designated senior officers or managers shall promptly meet (whether by telecommunication of in person) in a good faith attempt to resolve such dispute; provided further, that the failure to complete any of the Asset Repairs required by this Section 6.11(...
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Repair of Assets. 53 5.13 Commitments for Financing....................... 55 5.14
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Repair of Assets. The Seller shall cause to be repaired, replaced or restored any damaged or lost material asset of the Companies and Subsidiaries to its prior condition as soon as possible and in no event later than the Closing; PROVIDED, HOWEVER, that the Seller shall have no obligation to cause the repair, replacement or restoration of any such damaged or lost asset (i) that is obsolete if no replacement asset is necessary or useful for the continued operation of the applicable Station consistent with past practice or (ii) if the cost to repair, replace or restore such asset is less than $100,000. If the Seller is unable or fails to repair, replace or restore any such damaged or lost asset prior to the Closing, and the cost of such repair, replacement or restoration would exceed $200,000, the Buyer may elect to terminate this Agreement pursuant to Section 8.1(a)(vi) but only if (a) the Buyer shall have provided the Seller 60 days to repair, replace or restore such asset or (b) if such asset cannot be repaired, replaced or restored within such 60 days, the Seller does not offer to reduce the Stock Purchase Price by the cost of repairing, replacing or restoring such asset (less the amount of any anticipated insurance proceeds related thereto).
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Repair of Assets. Prior to the Closing Date, Seller shall have restored to good condition the Billboards designated on Section 3.04 of the Disclosure Schedules as #4 and #F-122, such that such Billboards shall be in good condition and adequate for the uses to which they are being put, and not in need of maintenance or repairs, all to the reasonable satisfaction of Buyer. Should Site #4 and Site F-122 not be repaired prior to Closing, Seller agrees to complete, at Seller’s sole expense, all reasonable repairs necessary at such sites promptly after Closing.
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Related to Repair of Assets

  • Location of Assets To keep any property belonging to the Trust at any place in theUnited States.

  • Condition of Assets 4 2.10 TITLE TO AND ENCUMBRANCES ON PROPERTY . . . . . . . . . . . . . . . . . . 4 2.11 INVENTORIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.12 INTELLECTUAL PROPERTY RIGHTS; NAMES . . . . . . . . . . . . . . . . . . . 4 2.13

  • Acquisition of Assets In the event the Company or any Subsidiary acquires any assets or other properties, such assets or properties shall constitute a part of the Collateral (as defined in the Security Agreement) and the Company shall take all action necessary to perfect the Purchasers’ security interest in such assets or properties pursuant to the Security Agreement.

  • Disposition of Assets The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except:

  • Description of Assets Upon the terms and subject to the conditions set forth in this Agreement, Seller does hereby grant, convey, sell, transfer and assign to Buyer all of its right, title and interest in and to all of the assets, properties and contractual rights owned by Seller or used by Seller in connection with the Business, wherever located, except for the Excluded Assets (as hereinafter defined), including, but not limited to, the following:

  • Application of Assets Upon dissolution of the Company, the Company shall cease carrying on its business and affairs and shall commence winding up of the Company’s business and affairs and complete the winding up as soon as practicable. The Company’s affairs shall be concluded by the Managers. The assets of the Company may be liquidated or distributed in kind, as determined by the Managers, and the same shall first be applied to the satisfaction (whether by payment or the making of reasonable provision for payment) of the Company’s liabilities and then to the Members. If the assets of the Company shall not be sufficient to pay all of the liabilities of the Company, to the fullest extent permitted by law, no assets of the Company may be sold or disposed of without the written consent of all of the holders of outstanding Securities. To the extent that Company assets cannot either be sold without undue loss or readily divided for distribution in kind to the Members, then the Company may, as determined by the Managers, convey those assets to a suitable holding entity established for the benefit of the Members in order to permit the assets to be sold without undue loss and the proceeds thereof, subject to the Act, distributed to the Member at a future date. The legal form of the holding entity, the identity of the trustee or other fiduciary and the terms of its governing instrument shall be determined by the Managers.

  • VALUATION OF ASSETS (a) Except as may be required by the 1940 Act, the Board of Managers shall value or have valued any Securities or other assets and liabilities of the Fund as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board of Managers and which conform to the requirements of the 1940 Act. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data or any similar intangible assets of the Fund not normally reflected in the Fund's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date.

  • Custody of Assets Sub-Adviser shall at no time have the right to physically possess the assets of the Funds or have the assets registered in its own name or the name of its nominee, nor shall Sub-Adviser in any manner acquire or become possessed of any income, whether in kind or cash, or proceeds, whether in kind or cash, distributable by reason of selling, holding or controlling such assets of the Funds. In accordance with the preceding sentence, Sub-Adviser shall have no responsibility with respect to the collection of income, physical acquisition or the safekeeping of the assets of the Funds. All such duties of collection, physical acquisition and safekeeping shall be the sole obligation of the custodian.

  • Protection of Assets (a) Except for transactions and activities entered into in connection with the securitization that is the subject of this Agreement, the Trust Fund created by this Agreement is not authorized and has no power to:

  • Maintenance of Assets The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).

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