Examples of Transferred Personal Property in a sentence
Seller’s interest in any real property interests included in the Transferred Personal Property Assets.
Seller shall have no obligation to deliver the Transferred Personal Property to any location other than the Facilities, it being understood and agreed that the presence as of the Closing Date of the Transferred Personal Property at the Facilities to which such Transferred Personal Property relates shall constitute delivery thereof.
None of the Transferred Personal Property, fixtures or inventory shall be removed from the Facilities unless replaced by personal property, fixtures or inventory of equal or greater utility and value.
Subparagraph (ii) provides that the st art up period is a period of one year beginning on the day on which the trust’s prospectus or information memorandum is lodged with ASIC.
If, at any time following the Closing, any of Seller or its Affiliates shall discover in its possession or under its control any other such Transferred Books and Records or Transferred Personal Property, Seller shall, and shall cause its Affiliates to, deliver promptly such Transferred Books and Records and/or Transferred Personal Property to Purchaser (or any of its designees).
At or prior to the Closing Date to the extent reasonably practicable, and otherwise on or promptly after the Closing Date, Seller shall, and shall cause its Affiliates to, deliver to Purchaser (or its designees) at the Facility (i), the Transferred Books and Records and (ii) the Transferred Personal Property, in each case, if and to the extent not already located at the Property or in the possession of Transferred Employees.
All material items of tangible Transferred Personal Property are in good maintenance and repair and operating condition (subject to normal wear and tear), except for failures to be in good maintenance and repair which, individually or in the aggregate, would not be reasonably likely to have a Business Material Adverse Effect.
Purchaser shall assume as of the Closing Date all of the rights and obligations of Seller (whether in Seller’s capacity as owner, permittee, licensee or lessee) under the Transferred Personal Property listed on either Schedule 3.2(c) or 3.2(g), arising with respect to any period after the Closing Date.
Seller warrants that it is the lawful owner of the Transferred Personal Property, that Seller has the good and lawful right to sell and convey the Transferred Personal Property, that the Transferred Personal Property is free from encumbrances or rightful claims of others, and that it will defend Purchaser’s title to the Transferred Personal Property against all persons whomsoever.
After the Effective Date and prior to Closing, Seller shall not assign, alienate, lien, encumber or otherwise transfer all or any (i) part of any Facility or any interest, easement or right of way therein; (ii) part of the Transferred Personal Property; or (iii) interest in the HCN Lease.