Additional Tangible Movable Assets Sample Clauses

Additional Tangible Movable Assets. On a quarterly basis for each fiscal quarter of the Asset Grantors, and no later than 30 (thirty) calendar days after the end of such fiscal quarter, each Asset Grantor will give written notice to the Trustee (who must transmit a copy of such notice to the Shared Payment and Collateral Agent) and the Shared Payment and Collateral Agent of the acquisition or identification by such Asset Grantor of any Additional Tangible Movable Assets with a value (determined based on the price of acquisition or, if identified, appraisal value) of U.S.$100,000.00 (one hundred thousand Dollars 00/100) or more during such quarter. Notwithstanding that under Clause Fifth above all Tangible Movable Assets (including Additional Tangible Movable Assets) are validly transferred hereto upon execution of this Agreement, to the extent the Shared Payment and Collateral Agent notifies the respective Asset Grantor that it is necessary, the respective Asset Grantor, within the 20 (twenty) Business Days after receipt of such notice from the Shared Payment and Collateral Agent, will perfect the transfer of the Additional Tangible Movable Assets by means of the execution and registration of a supplement to this Agreement as described below or otherwise. The abovementioned supplement will be granted before a notary public by the respective Asset Grantors and the Trustee and must be registered in the respective public registries of commerce as set forth in Clause Second (e) above. The Asset Grantors will be liable for the registration of the respective supplement hereto in the applicable public registries as set forth in Clause Second (e) above. The Asset Grantors, as the case may be, must deliver to the Trustee or the Shared Payment and Collateral Agent, prior to the expiration of the 20 (twenty) Business Day term set forth above, such documentation or information relating to the Additional Tangible Movable Assets (including such documentation as is required under laws applicable to such Additional Tangible Movable Assets to perfect the transfer thereof) as the Trustee or the Shared Payment and Collateral Agent may reasonably request.
Sample 1
AutoNDA by SimpleDocs

Related to Additional Tangible Movable Assets

  • Net Tangible Assets Acquiror shall have at least five million one dollars ($5,000,001) of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the Offer.

  • Tangible Assets The Target owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent), has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used and presently is proposed to be used.

  • Intangible Assets 4,912 Other assets........................................................... 113,928 Total assets........................................................... 6,920,723 CONTINUED ON NEXT PAGE

  • Title to Tangible Assets The Company and its Subsidiaries have good title to their properties and assets and good title to all their leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than or resulting from taxes which have not yet become delinquent and minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company and its Subsidiaries and which have not arisen otherwise than in the ordinary course of business.

  • Condition of Tangible Assets All buildings, structures, facilities, equipment and other material items of tangible property and assets included in the Assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations relating to their construction, use and operation.

  • Tangible Property (i) mechanical systems, fixtures and equipment comprising a part of or attached to or located upon the Improvements,

  • Additional Property Collateral shall also include the following property (collectively, the “Additional Property”) which Debtor becomes entitled to receive or shall receive in connection with any other Collateral: (a) any stock certificate, including without limitation, any certificate representing a stock dividend or any certificate in connection with any recapitalization, reclassification, merger, consolidation, conversion, sale of assets, combination of shares, stock split or spin-off; (b) any option, warrant, subscription or right, whether as an addition to or in substitution of any other Collateral; (c) any dividends or distributions of any kind whatsoever, whether distributable in cash, stock or other property; (d) any interest, premium or principal payments; and (e) any conversion or redemption proceeds; provided, however, that until the occurrence of an Event of Default (as hereinafter defined), Debtor shall be entitled to all cash dividends and all interest paid on the Collateral (except interest paid on any certificate of deposit pledged hereunder) free of the security interest created under this Agreement. All Additional Property received by Debtor shall be received in trust for the benefit of Secured Party. All Additional Property and all certificates or other written instruments or documents evidencing and/or representing the Additional Property that is received by Debtor, together with such instruments of transfer as Secured Party may request, shall immediately be delivered to or deposited with Secured Party and held by Secured Party as Collateral under the terms of this Agreement. If the Additional Property received by Debtor shall be shares of stock or other securities, such shares of stock or other securities shall be duly endorsed in blank or accompanied by proper instruments of transfer and assignment duly executed in blank with, if requested by Secured Party, signatures guaranteed by a bank or member firm of the New York Stock Exchange, all in form and substance satisfactory to Secured Party. Secured Party shall be deemed to have possession of any Collateral in transit to Secured Party or its agent.

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Intangible Property (i) Section 5.1(o) of the Disclosure Statement sets forth a list of each patent, trademark, trade name, service xxxx, brand xxxx, brand name, industrial design and copyright owned or used in business by the Company and the Subsidiary, as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively with any other intellectual property owned or used in the business by the Company and the Subsidiary, and all of the goodwill associated therewith, the "Intangible Property") and indicates, with respect to each item of Intangible Property listed thereon, the owner thereof and if applicable, the name of the licensor and licensee thereof and the terms of such license or other contract relating thereto. Except as set forth in Section 5.1(n) or (o) of the Disclosure Schedule or the Company SEC Reports, each of the foregoing is owned free and clear of any and all liens, mortgages, pledges, security interests, levies, charges, options or any other encumbrances, restrictions or limitations of any kind whatsoever and neither the Company nor the Subsidiary has received any notice to the effect that any other entity has any claim of ownership with respect thereto. To the best knowledge of the Company, the use of the foregoing by the Company and the Subsidiary does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service xxxx, brand xxxx, brand name, computer program, industrial design, copyright or any pending application therefor of any other entity. Except as set forth in Section 5.1(o) of the Disclosure Schedule, no claims have been made, and neither the Company nor the Subsidiary has received any notice that any of the foregoing is invalid, conflicts with the asserted rights of other entities, or has not been used or enforced (or has failed to be used or enforced) in a manner that would result in the abandonment, cancellation or unenforceability of any item of the Intangible Property.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!