Retention of Certain Assets Sample Clauses

Retention of Certain Assets. Notwithstanding anything to the contrary, Seller and its Affiliates may retain and use, for the purposes identified in clauses (i), (ii) and (iii) of this Section 1.5, at their own expense, archival copies of all of the Assumed Contracts and other documents transferred hereunder, in each case, that (i) are necessary to operate Seller’s or its Affiliates’ businesses, other than, after the Closing, the business conducted at the Property, (ii) Seller or its Affiliates in good faith determine it is reasonably likely to need access to in connection with any claim or the defense (or any counterclaim, cross-claim or similar claim in connection therewith) of any claim, suit, action, proceeding or investigation by or against Seller or any of its Affiliates or (iii) Seller in good faith determines it or any its Affiliates is reasonably likely to need access to in connection with any filing or report to, or investigation by, any Governmental Entity.
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Retention of Certain Assets. Sellers shall have no obligation to transfer any interest or rights in those agreements, assets and properties described in Schedule V, Part A attached hereto (the "Excluded Assets") and Purchaser shall have no Liability with respect thereto. The Parties acknowledge and agree that Sellers shall have the right on or prior to the Closing Date to retain or to transfer and assign to one or more of Sellers' Affiliates, their interests in the Excluded Assets.
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Retention of Certain Assets. On and as of the Effective Date and until such time as the transfer of the Licenses by Ski Holdings to GT Acquisition is consummated pursuant to prior FCC approvals authorizing the assignment of all of the Licenses to GT Acquisition ("FCC Action"), Ski Holdings shall retain all of its rights, title and interest in and to all of the facilities and equipment (the "Facilities and Equipment") directly related to and associated with the FCC Licenses listed on Exhibit A attached hereto. Each of Ski Holdings and GT Acquisition acknowledges and agrees that FCC Action for purposes of this Amendment means an order or authorization from any Bureau or Division of the FCC which is valid, enforceable and not subject to any stay or other agency or court proceedings to enjoin its enforcement, it being specifically understood that such order and authorization need not be a "final" agency action.
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Retention of Certain Assets. The Trustee reserves the right to retain such property as is not, in the sole discretion of the Trustee, suitable for distribution at the time of termination of the Plan and this trust. The Trustee shall hold such property as custodian for those persons or other entities entitled to such property, until such time as the Trustee is able to make distribution. The Trustee's duties and obligations with respect to any property so held shall be purely custodial in nature, and the Trustee shall only be obligated to see to the safekeeping of such property prior to its distribution.
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Retention of Certain Assets. Parent shall retain only the following assets:
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Retention of Certain Assets. The Parties acknowledge and agree that Duke Moapa shall have the right on or prior to the Closing Date to retain or to transfer and assign to one or more of Sellers' Affiliates, Duke Moapa's interests in those agreements, assets and properties described in Schedule III attached hereto (the "Excluded Assets") at no cost to Purchaser and under circumstances whereby Purchaser shall have no Liability thereunder.
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Retention of Certain Assets. Seller shall retain all Assets as to which it has received notification pursuant to Section 2.02(c) hereof and the Book Value of such Assets shall not be included in the calculation of the Preliminary Payment or the Adjustment Payment.
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Retention of Certain Assets. Notwithstanding anything to the contrary, whether or not the same are included among the Conveyed Assets, Parent, Company, and their Affiliates may retain and use, at their own expense, archival copies of all of the Contracts and other documents, books and records of NewCo or otherwise related to the Conveyed Assets, in each case, that (a) are necessary to operate Parent’s, Company’s, or their Affiliates’ businesses, (b) Parent, Company, or their Affiliates in good faith determines it is reasonably likely to need access to in connection with any claim or the defense (or any counterclaim, cross-claim or similar claim in connection therewith) of any claim, suit, action, proceeding or investigation by or against Parent, Company, or any of their Affiliates or (c) Parent and/or Company in good faith determines they or any of their Affiliates are reasonably likely to need access to, in connection with any filing or report to, or investigation by, any Governmental Entity.
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Related to Retention of Certain Assets

  • Termination of Certain Rights Any termination of this Lease pursuant to this Article 13 shall cause any right of the Lessee to extend the Term of this Lease, granted to the Lessee herein and any right of the Lessee to purchase the Leased Property contained in this Lease to be terminated and to be without further force or effect.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Notification of Certain Matters The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

  • Termination of Certain Contracts Purchaser shall have received evidence reasonably acceptable to Purchaser that the Contracts set forth on Schedule 10.3(e)(ix) involving any of the Target Companies and/or Sellers or other Related Persons shall have been terminated with no further obligation or Liability of the Target Companies thereunder.

  • Transfers of Certain Rights (a) This Agreement, and the rights and obligations of each Stockholder hereunder, may be assigned by such Stockholder to another Stockholder, to any affiliate of such Stockholder or to any person or entity acquiring at least 300,000 Stockholder Registrable Shares (determined without regard to the second to last sentence under the definition of the Stockholder Registrable Shares) (such number being subject to adjustment for any stock dividend, stock split, subdivision, combination or other recapitalization of the Common Stock of the Company); provided, however, that the transferee provides written notice of such assignment to the Company stating its name and address and identifying the securities with respect to which such rights are being assigned; and provided further, that the Company receives the written instrument provided in subparagraph (b) below. Any transferee to whom a transfer is made in accordance with the immediately preceding sentence shall be deemed a Stockholder for purposes of this Agreement.

  • Cancellation of Certain Shares Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

  • Affiliation of Certain FINRA Members The Purchaser is neither a person associated nor affiliated with any underwriter of the IPO or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO.

  • Notification of Certain Changes Promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may have, a Material Adverse Effect, (C) any change in any Loan Party’s officers or directors, (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.

  • Termination of Certain Provisions 46 SECTION 7.14.

  • Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction.

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