Examples of Marathon Transferred Assets in a sentence
Except as set forth on Schedule 5.2 to the Marathon Asset Transfer and Contribution Agreement Disclosure Letter, Marathon, the Marathon Transferring Entities and the Marathon Subsidiaries have good and valid title to all Marathon Transferred Assets, in each case, free and clear of all Liens, subject only to Permitted Encumbrances.
The Marathon Transferred Assets are being operated by Marathon in compliance with all Applicable Laws and Marathon Material Permits, except as set forth on Schedule 5.6 to the Marathon Asset Transfer and Contribution Agreement Disclosure Letter and except for such non-compliance which would not have and would not reasonably be expected to have, individually (including a series of related non-compliances), a Material Adverse Effect on Marathon’s Business.
The Marathon Transferred Assets constitute all property and other rights necessary to enable the Company to operate and conduct Marathon’s Business in substantially the same manner as it is currently being operated and conducted.
The alternative approach will be to split the street lighting service into three separate contracts managed by each individual authority.
All insurance policies and contracts (including those issued by captive insurance companies) maintained by Marathon or its Affiliates with respect to Marathon’s Business or the Marathon Transferred Assets and all rights, Claims and causes of action under such insurance policies and contracts.
Marathon shall pay all state Uniform Commercial Code filing fees incurred by Marathon or any Marathon Transferring Entity, the Company or any subsidiary of the Company in connection with any transfer of the Marathon Transferred Assets pursuant to this Agreement.
Schedule 5.12 to the Marathon Asset Transfer and Contribution Agreement Disclosure Letter sets forth a correct and complete list of all Affiliates of Marathon that are engaged in the conduct and operation of Marathon’s Business or own or lease any Marathon Transferred Assets or have any other rights in respect of any Marathon Transferred Asset.
Subject to Section 2.6(a), from time to time, Marathon and its Affiliates shall execute and deliver, and record (when appropriate), any and all instruments or other documents of transfer, conveyance and assignment, and take such other action as the Company may reasonably request, as may be necessary or advisable to effect or evidence the transfers of the Marathon Transferred Assets, as and to the extent contemplated hereby.
Differential - Ginetta Tech by Millers 75w90 transmission oil, Part no – G40-N0016.
Marathon shall pay, when due, any documentary transfer, stamp, recording, sales, use and similar Taxes, fees and other governmental charges (including any related interest and penalties) (“Transfer Taxes”) with respect to the transfer of the Marathon Transferred Assets, regardless of whether any Transfer Tax is imposed on it or any Marathon Transferring Entity, the Company or any subsidiary of the Company.