Control of Assets Sample Clauses

Control of Assets. Seller shall have taken all steps necessary or desirable to place Buyer in possession and operating control of the Assets.
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Control of Assets. All steps necessary or desirable to place Buyer in actual possession and operating control of the Assets have occurred.
Control of Assets. All assets owned by the Group Companies or used by the Group Companies under any equipment lease, finance lease, hire purchase agreement or similar arrangement disclosed to the Buyer in the Due Diligence Materials are under the possession or control of a Group Company.
Control of Assets. Notwithstanding anything in this Agreement to the contrary, Purchaser acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that (a) nothing in this Article VII shall be construed to restrict or limit Sellers’ or their Affiliates ability to conduct their own business as determined by Sellers and such Affiliates in their sole discretion, and (b) the operation of the Assets remains in the dominion and control of Sellers until the Closing.
Control of Assets. Seller shall have taken all steps ----------------- necessary or desirable to place Buyer and USCRE in actual possession and operating control of the Assets and the Real Property, including but not limited to delivering to Buyer all keys, passcards and other access devices to Seller's facility.
Control of Assets. Seller agrees that, during the Relevant Closing Pre-Transfer Period (as defined below), Seller will not, except to the extent otherwise required by applicable law or Governmental Entity, transfer the Relevant Closing Customer Assets (as defined below) in accordance with the instructions of any affected Customer or other third party, but will solely transfer the Relevant Closing Customer Assets to Buyer, its affiliates, or a third party transfer agent in accordance with the Letter of Understanding entered into between Buyer and Seller, dated as of July 31, 2009 (the “XXX”), or otherwise in connection with the Conversion process related to such Closing. Nothing in this Section 11 or otherwise in the Purchase Agreement, the XXX or the other Transaction Documents shall require Seller to ensure that the Relevant Closing Customer Assets are delivered to or received by Buyer or its affiliates (on a particular date or at all), impose any obligation to assist Buyer or its affiliates in receiving or obtaining delivery of the Relevant Closing Customer Assets (on a particular date or at all), or create any liability if Buyer or its affiliates fails for any reason to receive or obtain delivery of the Relevant Closing Customer Assets (on a particular date or at all). Nothing in this Section 11 shall expand or diminish Seller’s obligations pursuant to the Purchase Agreement, the XXX or the other Transaction Documents regarding Conversions or the delivery of Transferred Customer Contracts, Transferred Customer Indebtedness, Transferred Customer Property or other Assets. For the purposes hereof:
Control of Assets. All Assets, Buildings and Equipment listed on Schedule “A” other than Excluded Assets, all Equipment, other than Excluded Equipment, all Project Specific Information in its possession, and all Authorizations listed on Schedule “C” and Schedule “G”, are not in the possession of or under the control of any Person other than the Vendors or the Turkish Subsidiaries;
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Control of Assets. 14.1 The Chief Executive is responsible for ensuring arrangements are in place to physically control all of the Organisation’s assets for which her/his department has management responsibilities.

Related to Control of Assets

  • Disposition of Assets To sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the assets of the Trust;

  • Acquisition of Assets In the event the Company or any Subsidiary acquires any assets or other properties, such assets or properties shall constitute a part of the Collateral (as defined in the Security Agreement) and the Company shall take all action necessary to perfect the Purchasers’ security interest in such assets or properties pursuant to the Security Agreement.

  • Disposition of Assets; Etc The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transaction, and if immediately after any such transaction, no Default shall exist or shall have occurred and be continuing.

  • Location of Assets To keep any property belonging to the Trust at any place in the United States.

  • No disposal of assets The Borrower will not transfer, lease or otherwise dispose of:

  • Disposal of Assets 88) Where the Academy Trust acquires assets for a nil consideration or at an under value it shall be treated for the purpose of this Agreement as having incurred expenditure equal to the market value of those assets at the time that they were acquired. This provision shall not apply to assets transferred to the Academy Trust at nil or nominal consideration and which were previously used for the purposes of an Academy and/or were transferred from an LA, the value of which assets shall be disregarded.

  • Protection of Assets (a) Except for transactions and activities entered into in connection with the securitization that is the subject of this Agreement, the Trust Fund created by this Agreement is not authorized and has no power to:

  • Liquidation of Assets We have the right to liquidate assets in your Xxxx XXX if necessary to make distributions or to pay fees, expenses, taxes, penalties, or surrender charges properly chargeable against your Xxxx XXX. If you fail to direct us as to which assets to liquidate, we will decide, in our complete and sole discretion, and you agree to not hold us liable for any adverse consequences that result from our decision.

  • Condition of Assets 4 2.10 TITLE TO AND ENCUMBRANCES ON PROPERTY . . . . . . . . . . . . . . . . . . 4 2.11 INVENTORIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.12 INTELLECTUAL PROPERTY RIGHTS; NAMES . . . . . . . . . . . . . . . . . . . 4 2.13

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