Seller Property Sample Clauses

Seller Property. (a) The “
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Seller Property. The term " Seller Property" shall mean the Seller Equipment and Seller Furniture and Fixtures owned by Seller located at 000 Xxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000, as specifically described in Appendix "1" annexed hereto and made a part hereof, as per list submitted.
Sample 1
Seller Property. Seller grants Buyer and Tristream access to the Seller Property and to Seller’s personnel who provide services related to the Seller Property during reasonable business hours, so Buyer and Tristream may conduct, at their sole risk and expense, their due diligence review including on-site inspections and environmental assessments of the Seller Property; provided that neither Buyer nor Tristream may conduct any sampling, testing or other invasive analyses of the Seller Property without the prior written consent of Seller which Seller may grant or deny in its sole discretion. If Buyer, Tristream or their agents prepares an environmental assessment of any Seller Property, Buyer or Tristream shall immediately furnish copies thereof to Seller and shall otherwise keep such assessment confidential and not share any information obtained through such assessment with any governmental authority or third party. In connection with any on-site inspections, Buyer and Tristream (i) shall not interfere with the normal operation of the Seller Property, (ii) shall comply with Seller’s reasonable requirements for access to the Seller Property and (iii) represent that each is adequately insured. In the event that the Closing does not occur for any reason, Buyer and Tristream shall destroy all remaining copies of such assessments. Buyer and Tristream waive, and release Seller from, and shall indemnify Seller (and its directors, officers, shareholders, members, employees, agents and representatives) against, all Losses, including without limitation, personal injury, death and/or property damage, arising from Buyer’s or Tristream’s activities on the Seller Property, except to the extent such liabilities or damages are caused by Seller’s gross negligence or willful misconduct or pre-existing condition of the Seller Property. The provisions of this section shall survive termination of this Agreement.
Sample 1
Seller Property. Except as expressly and unambiguously granted herein, all rights to the Products and any modifications thereto and all related documentation and materials and any modifications thereto are retained by SELLER, including without limitation, all copyrights, patent rights, trade secret rights, and all other intellectual or industrial property rights therein.
Sample 1
Seller Property. “Seller Property” means: (a) Intellectual Property (i) created or acquired by Seller before the effective date of the P.O. and not assigned to Align pursuant to a P.O. or this Agreement or (ii) independently developed by or for Seller as part of Seller’s normal business and not developed for or paid for by Align under a P.O. or this Agreement; and the Intellectual Property Rights therein. Seller Property may be incorporated into or embodied by the products or services provided under a P.O. To the extent any Seller Property is incorporated into or embodied by such products or services, Seller hereby grants Align a royalty-free and fully-paid up, perpetual and irrevocable, world-wide, transferable, sublicensable and non-exclusive license to: (1) reproduce, prepare derivative works of, publicly display, publicly perform, digitally transmit, distribute and otherwise use the Seller Property for any purpose in connection with Align’s products and services; (2) disclose and use the Seller Property for any purpose in connection with Align’s products and services; and (3) make, have made, use, offer to sell, sell, import, and otherwise dispose of any purpose in connection with Xxxxx’s products and services.
Sample 1
Seller Property. Except as specifically identified in the P.O., all property used by Seller in connection with its performance under this Agreement including, but not limited to, materials, formulas, processes, trade secrets, fixtures, equipment, specifications, information, software, and other technical documentation shall be and remain the property of Seller.
Sample 1

Related to Seller Property

  • Other Properties If any Imposition shall be levied, charged, filed, assessed, or imposed upon or against the Leased Property, and if such Imposition shall also be a levy, charge, assessment, or imposition upon or for any other real or personal property that does not constitute a part of the Leased Property, then the computation of the amounts to be deposited under this Section 4.6 shall be based upon the entire amount of such Imposition and the Lessee shall not have the right to apportion any deposit with respect to such Imposition.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Title to Assets and Properties (a) The Company and each of its Subsidiaries has good and valid title to all their respective material assets and properties (including those shown on the Balance Sheet) which are, individually or in the aggregate, material to the Company’s business or financial condition on a consolidated basis (except assets and properties which are no longer used or useful in the conduct of their businesses and those assets and properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent in all material respects with past practice), free and clear of all Liens, except for (x) Permitted Liens; (y) mortgages deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the consolidated financial statements of the Company included in the Filed Company SEC Documents; and (z) such other imperfections or irregularities of title or other Liens that, individually or in the aggregate, do not and could not reasonably be expected to materially affect the use of the properties or assets subject thereto or otherwise materially impair business operations as presently conducted or as currently proposed by the Company’s management to be conducted. All properties used in the operations of the Company’s business are reflected on the Balance Sheet to the extent required under GAAP to be so reflected. The rights, properties and assets presently owned, leased or licensed by the Company and its Subsidiaries include all rights, properties and assets necessary to permit the Company and its Subsidiaries to conduct their business in all material respects in the same manner as their businesses have been conducted prior to the date hereof; provided, that no representation is made in this Section 3.16 regarding Intellectual Property.

  • Property and Equipment All property and equipment purchased by CONTRACTOR with funds received under this Agreement, or purchased on behalf of CONTRACTOR for the program site(s) covered under this Agreement, shall be insured by CONTRACTOR at replacement value against fire, theft, and destruction equal to the full replacement cost.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Assets and Properties The Borrower and each of its Subsidiaries has good and marketable title to all of its assets and properties (tangible and intangible, real or personal) owned by it and a valid leasehold interest in all of its leased assets (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets), and all such assets and property are free and clear of all Liens, except Liens permitted under Section 7.3(C). Substantially all of the assets and properties owned by, leased to or used by the Borrower and/or each such Subsidiary of the Borrower are in adequate operating condition and repair, ordinary wear and tear excepted. Neither this Agreement nor any other Transaction Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrower or such Subsidiary in and to any of such assets in a manner that would have or could reasonably be expected to have a Material Adverse Effect.

  • Title to Assets; Real Property (a) The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • Real Property; Assets (a) Neither the Company nor any of its Subsidiaries owns any real property.

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

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