Title and Related Matters definition

Title and Related Matters each of the Company and the Company Subsidiaries has good, valid and marketable title to all material real and personal property and other assets, tangible or intangible, owned by them that are used or required for the conduct of the Business, whether or not reflected as owned in the Financial Statements or that have been acquired after the date of the issuance thereof, in each case free and clear of all Liens, except for such Liens or defects in title that are not material. Except as otherwise noted in the Financial Statements or in any other schedule hereof, all material properties and assets used or required for the conduct of the Business are reflected in the Financial Statements in accordance with and to the extent required by Mexican NIF. Each lease to which any of the Company or the Company Subsidiaries are parties is in full force and effect, and is valid and enforceable against the Company or the corresponding Company Subsidiary in accordance with its respective terms, and there is not under any of such leases on the part of any of the Company or the Company Subsidiaries nor, to the Knowledge of the Company and the Company Subsidiaries, on the part of any other party thereto, any existing default or any event which, with notice or lapse of time or both, would constitute a default, in each case, that would reasonably be expected to have a Material Adverse Effect. None of the material assets owned by any of the Company or the Company Subsidiaries used or required for the conduct of the Business is subject to any (i) Contracts of sale (except as set forth on Schedule 6.1.12(a) “Title and Related Matters” and except for Contracts for the sale of inventory in the Ordinary Course) or (ii) Liens (except as set forth on Schedule 6.1.12(b) “Title and Related Matters” and except for Liens that are not material).
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Title and Related Matters and except for Contracts for the sale of inventory in the Ordinary Course) or (ii) Liens (except as set forth on Schedule 6.1.12(b) “Title and Related Matters” and except for Liens that are not material).
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Title and Related Matters and except for Liens that are not material).
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Examples of Title and Related Matters in a sentence

  • Required Filings and Consents Section 4.4. Public Filings; Financial Statements Section 4.5. No Undisclosed Liabilities Section 4.6. Absence of Certain Changes or Events Section 4.7. Taxes Section 4.8. Real Property, Title and Related Matters Section 4.9. Title to Personal Property; Liens Section 4.10.

  • The foregoing Basket Amount shall not apply with respect to (i) any breaches of representations, warranties or covenants contained in Sections 2.10 (Title and Related Matters) or 2.12 (Tax Matters), or (ii) any liabilities of the Seller not included in the Assumed Liabilities.

  • Other than Section ‎3.1 (Organization and Existence), Section ‎3.2 (Company), Section ‎3.11 (Taxes), Section ‎4.1 (Organization; Qualification), Section ‎4.2 (Authority), Section ‎4.4 (Title and Related Matters), and Section 4.7 (Brokers; Finders), which shall survive indefinitely, the representations and warranties of Seller set forth in this Agreement shall survive the Closing until the first anniversary of the Closing Date.

  • The representations and warranties of the Sellers contained in Sections 4.1 (Organization, Qualification and Power), 4.2 (Authorization of Transaction), 4.4 (Capitalization; Title to Shares), 4.5 (Affiliates) and 4.9 (Title and Related Matters) (collectively, the “Unlimited Representations”) shall survive indefinitely.

  • Therefore, in 2014, HLCM established a Working Group on “Reconciling Duty of Care for UN personnel while operating in high-risk environments” (hereinafter called “Working Group”) to launch a holistic examination (including fact finding missions)1 of the programmatic need to “Stay and Deliver”, to assess how to achieve an appropriate balance between carrying out essential work in high risk environments and at the same time, preserving the safety and security of personnel delivering in those environments.

  • The representations and warranties set forth in Sections 3.5 (Tax Matters), 3.7 (Title and Related Matters), 3.8 (Intellectual Proprietary Rights), 3.19(Governmental Authorizations and Regulations), and 3.24 (Employee Benefit Plans) shall survive for the applicable statute of limitations period after the Closing Date.

  • SCHEDULE 2.12 Title and Related Matters (None.) SCHEDULE 2.17 Subsidiaries (None.) SCHEDULE 2.19 Related Party Transactions HT has outstanding convertible debt instruments that have been documented in the HT financial statements.

  • The representations and warranties of the Seller contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall terminate on June 30, 2003; provided, however, that the representations and warranties of Seller contained in Sections 2.1 (Corporate Organization, etc.), 2.2 (Authorization, etc.), 2.9 (Title and Related Matters) and 2.11 (Tax Matters) shall survive until the expiration of the applicable statute of limitations and any extensions thereof.

  • The Public Health continued to work with Saugeen First Nation youth to deliver culturally oriented tobacco use prevention.

  • Seller 5.9(a) Title and Related Matters....................................................

Related to Title and Related Matters

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Released Matters MEANS ANY AND ALL CLAIMS, DEMANDS, DAMAGES, DEBTS, LIABILITIES, OBLIGATIONS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND EXPENSES), ACTIONS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT THE XXXXXX PARTIES NOW HAVE, OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE IN THE FUTURE, AS A HOLDER OF PREFERRED STOCK OF XEROX OR CONDUENT, ARISING BY VIRTUE OF OR IN ANY MATTER RELATED TO ANY ACTIONS OR INACTIONS WITH RESPECT TO THE SPIN-OFF; PROVIDED THAT RELEASED MATTERS SHALL NOT INCLUDE ANY RIGHT OF XXXXXX CONTAINED IN THIS AGREEMENT, THE SETTLEMENT AGREEMENT OR IN THE TERMS OF THE XEROX CERTIFICATE OF AMENDMENT OR THE CONDUENT CERTIFICATE OF AMENDMENT. IT IS THE INTENTION OF XXXXXX IN EXECUTING THIS RELEASE, AND IN GIVING AND RECEIVING THE CONSIDERATION CALLED FOR HEREIN, THAT THE RELEASE CONTAINED IN THIS SECTION 6.06 SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL RELEASE OF AND FROM ALL RELEASED MATTERS AND THE FINAL RESOLUTION BY THE XXXXXX PARTIES AND THE RELEASED PARTIES OF ALL RELEASED MATTERS. XXXXXX HEREBY REPRESENTS TO XEROX AND CONDUENT THAT NONE OF THE XXXXXX PARTIES HAVE VOLUNTARILY OR INVOLUNTARILY ASSIGNED OR TRANSFERRED OR PURPORTED TO ASSIGN OR TRANSFER TO ANY PERSON ANY RELEASED MATTERS AND THAT NO PERSON OTHER THAN XXXXXX HAS ANY INTEREST IN ANY RELEASED MATTER BY LAW OR CONTRACT BY VIRTUE OF ANY ACTION OR INACTION BY XXXXXX. THE INVALIDITY OR UNENFORCEABILITY OF ANY PART OF THIS SECTION 6.06 SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS SECTION 6.06 WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.

  • staff matters means the remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of staff;

  • Excluded Matters shall have the meaning given such term in Section 13.3 hereof.

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Complex or chronic medical condition means a physical,

  • Environmental Matters means any matter arising out of or relating to health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, release, control or cleanup of any Hazardous Substance.

  • criminal tax matters means tax matters involving intentional conduct whether before or after the entry into force of this Agreement which is liable to prosecution under the criminal laws of the requesting Party;

  • Environmental Matter means any past, present or future activity, event or circumstance in respect of the environment, health or safety including the Release of any Hazardous Substance including any substance which is hazardous to Persons, animals, plants, or which has a detrimental effect on the soil, air or water, or the generation, treatment, storage, use, manufacture, holding, collection, processing, treatment, presence, transportation or disposal of any Hazardous Substances.

  • Schedule of Retained Causes of Action means the schedule of certain Causes of Action of the Debtors that are not released, waived, or transferred pursuant to the Plan, as the same may be amended, modified, or supplemented from time to time.

  • Environmental Management Framework or “EMF” means the framework adopted by the Recipient through its Ministry of Planning and Investment’s Decision No 116/QD-BKH dated January 22, 2010 and referred to in the paragraph 2 of Section I.C of Schedule 2 to this Agreement, which sets out the environmental protection measures in respect of the Project, as well as administrative and monitoring arrangements to ensue the implementation of said framework, as said Environmental Management Framework may be revised from time to time with the prior concurrence of the Association.

  • Environmental Conditions means any conditions of the environment, including, without limitation, the work place, the ocean, natural resources (including flora or fauna), soil, surface water, ground water, any actual or potential drinking water supply sources, substrata or the ambient air, relating to or arising out of, or caused by the use, handling, storage, treatment, recycling, generation, transportation, Release or threatened Release or other management or mismanagement of Regulated Substances resulting from the use of, or operations on, the Property.

  • Tax-Related Losses means (a) all federal, state, local and foreign Taxes (including interest and penalties thereon) imposed (or that would be imposed) pursuant to any settlement, Final Determination, judgment or otherwise; (b) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes; and (c) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Parent (or any Parent Affiliate) or SpinCo (or any SpinCo Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in each case, resulting from the failure of the Contribution, the First Internal Distribution, the Second Internal Distribution or the Distribution, to have Tax-Free Status.

  • Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

  • Real Estate-Related Assets means any investments by the Company or the Operating Partnership in Mortgages and Real Estate-Related Securities.

  • laws relating to native title means laws applicable from time to time in Western Australia in respect of native title and includes the NTA;

  • Graduate medical education and disproportionate share fund or “GME/DSH fund” means a reimbursement fund developed as an adjunct reimbursement methodology to directly reimburse qualifying hospitals for the direct and indirect costs associated with the operation of graduate medical education programs and the costs associated with the treatment of a disproportionate share of poor, indigent, nonreimbursed or nominally reimbursed patients for inpatient services.

  • Seller Related Parties means Seller, RAR, ROP, the Applicable Parties, any Affiliate of Seller and their respective direct or indirect members, partners, stockholders, officers, directors, employees and agents.

  • Initial Environmental Examination or “IEE” means the initial environmental examination for the Project, including any update thereto, prepared and submitted by the Borrower and cleared by ADB;

  • Medical condition means either of the following:

  • fishing related activities means any operation in support of, or in preparation for, fishing, including the landing, packaging, processing, transshipping or transporting of fish that have not been previously landed at a port, as well as the provisioning of personnel, fuel, gear and other supplies at sea;

  • Flood-related erosion area management means the operation of an overall program of corrective and preventive measures for reducing flood-related erosion damage, including but not limited to emergency preparedness plans, flood-related erosion control works and floodplain management regulations.

  • Tax Matters means all tax matters including criminal tax matters,

  • Environmental Condition means any condition or circumstance, including the presence of Hazardous Substances which does or would (i) require assessment, investigation, abatement, correction, removal or remediation under any Environmental Law, (ii) give rise to any civil or criminal Liability under any Environmental Law, (iii) create or constitute a public or private nuisance or (iv) constitute a violation of or non-compliance with any Environmental Law.

  • Specified Matter means any Amendment of a Portfolio Investment that (a) reduces the principal amount of such Portfolio Investment, (b) reduces the rate of interest payable on such Portfolio Investment, (c) postpones the due date of any scheduled payment or distribution in respect of such Portfolio Investment, (d) alters the pro rata allocation or sharing of payments or distributions required by any related underlying instrument in a manner adverse to the Company, (e) releases any material guarantor of such Portfolio Investment from its obligations, (f) terminates or releases any lien on a material portion on the collateral securing such Portfolio Investment, (g) changes any of the provisions of any such underlying instrument specifying the number or percentage of lenders required to effect any of the foregoing or (h) materially changes any financial maintenance covenant.

  • Legal Matters In the opinion of Xxxxxx Xxxxxxx, General Counsel of Prospect Administration, administrator for Prospect Capital Corporation, a Maryland corporation (the “Company”), the certificates evidencing the Notes (the “Note Certificates”) constitute the valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms under the laws of the State of New York subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the law of the State of New York as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP dated March 8, 2012, filed as Exhibit (l)(5) to the Company’s registration statement on Form N-2 (File No. 333-176637) and to the further assumptions that (i) the Note Certificates have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under Maryland law, and (ii) they were duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Amended and Restated Selling Agent Agreement and the Indenture. Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement. Prospect Capital Corporation 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 In the opinion of Xxxxxxx LLP, as Maryland counsel to the Company, (i) the execution and delivery by the Company of the Indenture, dated as of February 16, 2012, as supplemented through the One Hundred Ninety-Second Supplemental Indenture, between the Company and American Stock Transfer & Trust Company, the One Hundred Ninety-Third Supplemental Indenture, between the Company and American Stock Transfer & Trust Company, the One Hundred Ninety- Fourth Supplemental Indenture, between the Company and American Stock Transfer & Trust Company, the One Hundred Ninety-Fifth Supplemental Indenture, between the Company and American Stock Transfer & Trust Company, the One Hundred Ninety-Sixth Supplemental Indenture, between the Company and American Stock Transfer & Trust Company, and the global notes representing the Notes issued pursuant to each such Supplemental Indenture, and the performance by the Company of its obligations thereunder, have been duly authorized by the Company and (ii) the issuance of the Notes has been duly authorized by the Company. This opinion is given to the Company as of November 12, 2013 and is limited to the laws of the State of Maryland as in effect on November 12, 2013. In addition, this opinion is subject to the same assumptions, qualifications and limitations stated in the opinion letter to the Company of Xxxxxxx LLP, dated March 8, 2012, filed as Exhibit (l)(4) to the Company’s Registration Statement on Form N-2 (File No. 333- 176637). Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement. Very truly yours, /s/ Xxxxxxx LLP