New Property. With respect to any property acquired (including, without limitation, pursuant to a Division) after the Effective Date by any Borrower or any Subsidiary Guarantor (other than (i) any property described in paragraph (c) or (d) of this Section (which shall be governed by the terms thereof), (ii) any property subject to a Lien expressly permitted by Section 7.02(d), (e) or (f), (iii) property acquired by any Excluded Foreign Subsidiary or Immaterial Subsidiary and (iv) any real property (including leased real property)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, the Borrower will, and will cause each of its Subsidiaries to, promptly, (A) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (B) take all actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property (subject to Permitted Liens), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent.
New Property. With respect to any Hydrocarbon Interests, any Eligible Contract, any receivables payable under any Eligible Contract, any insurance policy and any proceeds payable thereunder and any Collection Account, in each case, acquired or owned after the Closing Date by any Borrower or any of its Subsidiaries and as to which the Collateral Agent does not have a Security Interest and in respect of which such Borrower or such Subsidiary is legally entitled to grant a Security Interest to the Collateral Agent, such Borrower or such Subsidiary shall promptly notify the Collateral Agent in writing thereof, and if requested by the Collateral Agent:
New Property. Promptly after the acquisition by the Borrower or any of its Subsidiaries of any Property which when combined with all other Property acquired in the same transaction or series of transactions is Material, (a) the Borrower will, or will cause the Subsidiary which acquired such Property to, execute and deliver to Agent for the ratable benefit of the Secured Parties (i) a Mortgage, Security Agreement, or any other Security Documents granting a Lien in such Property to the Collateral Agent to secure the Secured Obligations and (ii) such evidence of corporate authority to enter into such Mortgage, Security Agreement, or other Security Documents as the Agent may reasonably request, and (b) the Borrower authorizes the filing of UCC financing statements or any other filings or recordings, and agrees to deliver to Collateral Agent any documents or other items, reasonably necessary to create an Acceptable Security Interest in such Property.
New Property. Within 30 days after the Borrower or any other Consolidated Company acquires real property or enters into a long-term lease for real property, the Borrower will, and will cause each of the other Consolidated Companies to, notify the Administrative Agent of such new real property or lease and shall provide the Administrative Agent with copies of any and all related purchase agreements, leases and other documentation evidencing such new real property or lease; and
New Property. In the event that the Indemnity Shares are the subject of a corporate transaction, such as a merger, reorganization, consolidation, recapitalization, stock split or stock dividend, or acquisition of VDOT through the purchase of its outstanding capital stock, the consideration to be received by the respective Healthtrac Stockholders in exchange for their respective Indemnity Shares shall be paid directly to VDOT or its successor and shall thereafter constitute the Indemnity Fund and such Indemnity Shares shall be exchanged for such consideration in accordance with the terms of the transaction or occurrence. VDOT shall have full right to exchange the Indemnity Shares in the Indemnity Fund for such consideration. Such consideration shall be valued that the value of the Indemnity Shares exchanged therefor.
New Property. With respect to any property acquired after the Effective Date by any Borrower or any Subsidiary Guarantor (other than (i) any property described in paragraph (c) or (d) of this Section (which shall be governed by the terms thereof), (ii) any property subject to a Lien expressly permitted by Section 7.02(d), (e) or (f), (iii) property acquired by any Excluded Foreign Subsidiary or Immaterial Subsidiary and (iv) any real property (including leased real property)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, the Borrower will, and will cause each of its Subsidiaries to, promptly, (A) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (B) take all actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property (subject to Permitted Liens), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent.
New Property. In the event that the Indemnity Shares are the subject of a corporate transaction, such as a merger, reorganization, consolidation, recapitalization, stock split or stock dividend, or acquisition of Gusana through the purchase of its outstanding capital stock, the consideration to be received by the Stockholder in exchange for the Indemnity Shares shall be paid directly to Gusana or its successor and shall thereafter constitute the Indemnity Fund and the Indemnity Shares shall be exchanged for such consideration in accordance with the terms of the transaction or occurrence. Gusana shall have full right to exchange the Indemnity Shares in the Indemnity Fund for such consideration. TERMINATION, AMENDMENT AND WAIVER Termination. This Agreement may be terminated at any time prior to the Closing Date: by mutual consent of the Stockholder, Guru and Gusana; unilaterally by Guru and the Stockholder if neither of them is in breach of any material agreement, covenant or representation contained in this Agreement and Gusana fails to perform or breaches any material agreement, covenant or representation in this Agreement, and does not cure the failure in all material respects within fifteen (15) business days after the terminating party delivers written notice of the alleged failure or if any condition to the obligations of that party is not satisfied (other than by reason of a breach by that party of its obligations hereunder), and it reasonably appears that the condition cannot be satisfied prior to September 30, 2003; unilaterally by Gusana if Gusana is not in breach of any material agreement, covenants or representation contained in this Agreement and Guru or the Stockholder fails to perform or breaches any material agreement, covenant or representation in this Agreement, and does not cure the failure in all material respects within fifteen (15) business days after the terminating party delivers written notice of the alleged failure or if any condition to the obligations of that party is not satisfied (other than by reason of a breach by that party of its obligations hereunder), and it reasonably appears that the condition cannot be satisfied prior to September 30, 2003; or by either party if any material adverse effect has occurred with respect to the other party.
New Property. (A) The costs of acquisition and construction of New Property shall be borne equally by The Herald Company and The Pulitzer Publishing Company and title to New Property shall be held jointly by The Herald Company and The Pulitzer Publishing Company. Notwithstanding any other provision of this agreement, all credits, depreciation, gains and losses in connection with the acquisition, construction, ownership and disposition of New Property shall be for the individual account of each party. "
New Property. 10 7.3 Property .................................................................. 10 7.4 No Use of Name ............................................................ 10 7.5 Registration .............................................................. 10 7.6
New Property. LICENSEE acknowledges that, during the Term, new designs, styles or other items of the type included in the definition of "Property" (hereinafter referred to as "NEW PROPERTY") may be developed jointly by LICENSEE and others or solely by LICENSEE. LICENSEE further acknowledges that: (a) such New Property will most likely be based upon the image, style and look MOSSIMO has created and will become associated with and not be distinctive of the Marks; (b) significant design input will most likely be received from MOSSIMO in creating the New Property; (c) it is often difficult to identify precisely the creator or inventor of such New Property; and (d) in order to maintain the distinctiveness of all products sold under the Marks, it is important that MOSSIMO coordinate and control the use of New Property. Accordingly, LICENSEE agrees that MOSSIMO shall be the sole owner of all New Property and LICENSEE hereby assigns to MOSSIMO all right, title and interest in such New Property as it may possess or acquire, including future copyrights in respect of such New Property. For purposes of this Agreement, all New Property shall be treated as Property as defined in this Agreement and shall be part of the Licensed Rights. Notwithstanding the foregoing, no new design, style or other item shall constitute New Property unless MOSSIMO determines, in its sole discretion, that such design, style or other item is consistent with the image, style and look of MOSSIMO and consents in writing to the inclusion of such design, style or other item in its collection through a Licensed Product Approval Form. LICENSEE shall not use the Marks or other Licensed Rights in connection with any such design, style or other item unless MOSSIMO has given such written consent. Upon MOSSIMO's request, LICENSEE shall provide to MOSSIMO, or to any licensee of MOSSIMO, at no charge, copies of all designs and specifications and, at wholesale price, copies of all samples constituting New Property or Licensed Rights. Further, in order to ensure consistency in the MOSSIMO lines, LICENSEE shall reasonably assist MOSSIMO licensees in other territories in the use of the New Property.
