Agreement Property and Price Sample Clauses

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Agreement Property and Price 

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• Cash and Property Such consideration shall: (i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest; (ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and (iii) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the Corporation.

• Access to Property, Property’s Management, Property Lender, and Property Tenants Potential Investor agrees to not seek to gain access to any non-public areas of the Property or communicate with Property’s management employees, the holder of any financing encumbering the Property, the Property’s tenants, and the Owner’s partners in the ownership of the Property, without the prior consent of Owner or JLL, which consent may be withheld in the Owner’s sole discretion.

• Property and Equipment The buildings, plants, structures located at the Plant Property and the Equipment are all owned by the CCC Company free and clear of all Liens (except Permitted Liens) and are structurally sound, are in good operating condition and repair, subject to normal wear and tear, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, personal property or Equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.

• Property and Leases (a) The Company and the Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not have a Material Adverse Effect. (b) Each parcel of real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that would not have a Material Adverse Effect (collectively, "Permitted Liens"), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (c) amended, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Subsidiary, except as would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

• Title to Property and Encumbrances The Company has good and valid title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not in the aggregate constitute a Company Material Adverse Effect.

• Equipment and Property A. The Grantee must ensure equipment with a per-unit cost of $5,000 or greater purchased with grant funds under this award is used solely for the purpose of this Grant or is properly pro-rated for use under this Grant. Grantee must have control systems to prevent loss, damage, or theft of property funded under this Grant. Grantee shall maintain equipment management and inventory procedures for equipment, whether acquired in part or whole with grant funds, until disposition occurs. B. When equipment acquired by Grantee under this Grant Agreement is no longer needed for the original project or for other activities currently supported by System Agency, the Grantee must properly dispose of the equipment pursuant to 2 CFR and/or TxGMS, as applicable. Upon termination of this Grant Agreement, use and disposal of equipment by the Grantee shall conform with TxGMS requirements. C. Grantee shall initiate the purchase of all equipment approved in writing by the System Agency in accordance with the schedule approved by System Agency, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Grant Agreement must be submitted to the assigned System Agency contract manager. D. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Controlled Assets are considered supplies. E. System Agency funds must not be used to purchase buildings or real property without prior written approval from System Agency. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval.

• Title to Property and Assets The Company owns its property and assets free and clear of all mortgages, liens, loans and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair the Company's ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and, to the best of its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances.

• RISK AND PROPERTY 5.1 The risk in the Products shall pass to You on the Commencement Date and the You shall be responsible to Us for any loss or damage to or caused by the Products from such date as a result of any act or omission by You or Your employees, agents, contractors, sub-contractors or the employees of any of them. 5.2 Notwithstanding the passing of risk under Condition 5.1 above, unless and until You shall have paid Us all sums due pursuant to the Agreement and removed the Total Quantity, property in and title to all the Products purchased and sold shall remain with Us and the following provision of this Condition shall be applicable:- 5.2.1 You grant to Us an irrevocable licence to enter the Your premises or any other premises in Your occupational control where the Products are or are believed by You or the Us to be located and to inspect and/or remove the Products at any time while they remain Our property. In the event that any of the Products are no longer in Your occupational control or the occupational control of Your employees, agents, contractors, sub- contractors or the employees of any of them, You shall use Your best endeavours to facilitate the inspection and/or removal of the Products by Us at any time while they remain Our property. All costs incurred by the Us in repossessing the Products whether or not they are still under Your control shall be borne by You; and 5.2.2 You shall immediately notify Us if You (or Your directors) intend to present a petition for the making of an administration order or a winding-up petition or if You (or Your directors) are aware of any such intention on the part of any of the Your creditors or if any of the other circumstances specified in Conditions 6.3.1 to 6.3.5 inclusive are to Your knowledge considered likely to arise.

• PROPERTY AND RISK 5.3.1 Unless otherwise agreed in writing, the Equipment and/or Leased Equipment shall at all times remain the property of Digital Origin or, if provided by a Service Provider, that Service Provider. 5.3.2 The Equipment and/or Leased Equipment shall be at the Client’s risk from the moment of Delivery or deemed Delivery (as described in condition 5.1.4) whether or not property in the Equipment and/or Leased Equipment has passed or payment or part payment made, and thereafter the Client shall be responsible for insuring the Equipment and/or Leased Equipment for its full replacement value. 5.3.3 Notwithstanding Delivery and the passing of risk, the property and the legal and beneficial title in the Leased Equipment supplied under the Contract shall not pass to the Client until the end of the Minimum Term, at which point Digital Origin shall have the discretion whether to transfer full title to the Leased Equipment to the Client or not. Until Digital Origin has received in cash or cleared funds payment in full for the Leased Equipment and Installation Services (where applicable) and all other equipment and/or services agreed to be sold by Digital Origin to the Client for which payment is then due, title shall not transfer to the Client. For the avoidance of doubt, the property and the legal and beneficial title in the Switching Equipment shall not pass to the Client in any circumstances. 5.3.4 Until such time as the property in the Equipment and/or Leased Equipment has passed to the Client, the Client shall hold such Equipment and/or Leased Equipment as Digital Origin’s fiduciary agent and bailee, and keep such Equipment and/or Leased Equipment properly stored, protected and insured and identified as being Digital Origin’s property until title passes. Until such time as the property in the Equipment and/or Leased Equipment passes to the Client, Digital Origin shall be entitled at any time to require the Client (at the Client’s cost) to deliver up the Equipment and/or Leased Equipment to Digital Origin to its nominated location and, if the Client fails to do so forthwith, to enter upon any premises of the Client or any third party where the Equipment and/or Leased Equipment is stored and repossess such Equipment and/or Leased Equipment. 5.3.5 Title to the Equipment will pass to the Client once Digital Origin has received in cash or cleared funds payment in full for the Equipment and Installation Services (where applicable). 5.3.6 The Client shall not, without the written consent of Digital Origin, be entitled to pledge or in any way charge by way of security for intedbtedness, or alter or modify, any Equipment and/or Leased Equipment which remains the property of Digital Origin or any Equipment and/or Leased Equipment supplied by Digital Origin which remains the property of any other organisation, but if the Client does so all monies owing by the Client to Digital Origin shall (without prejudice to any right or remedy of Digital Origin) forthwith become due and payable. The Client shall ensure that any Equipment and/or Leased Equipment provided by Digital Origin which remains the property of Digital Origin or any Equipment and/or Leased Equipment provided by Digital Origin which remains the property of any other organisation shall remain identifiable and shall be kept free from any loss, damage, and/or deterioration and insured against all risks for its full reinstatement value. 5.3.7 The Client grants Digital Origin, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment and/or Leased Equipment is or may be stored in order to inspect it, or, where the Client’s right to possession has terminated, to recover it. Digital Origin will ensure that any such employee, agent or other person in possession of Equipment and/or Leased Equipment will return the same to Digital Origin. 5.3.8 Promptly after expiry or earlier termination of any Contract or this Agreement, the Client will use its reasonable endeavours to provide Digital Origin and Service Providers with access to the Equipment and/or Leased Equipment and all reasonable assistance in the removal of the same. 5.3.9 The Client shall: 5.3.9.1 ensure that the Equipment and/or Leased Equipment is used only for the purposes of the Services; 5.3.9.2 not connect any other equipment to the Equipment and/or Leased Equipment except as expressly authorised in writing by Digital Origin; 5.3.9.3 not tamper with or remove any label on any Equipment and/or Leased Equipment; 5.3.9.4 not (and procure that the Users do not) open, disconnect, repair, maintain, modify or remove the Equipment and/or Leased Equipment; and 5.3.9.5 permit Digital Origin and/or any Service Provider to modify, change, add or replace the Equipment and/or Leased Equipment or any part of the Equipment and/or Leased Equipment. 5.3.10 The Client is responsible for, and will, subject to condition 12, indemnify Digital Origin in respect of all Losses that Digital Origin incurs as a result of any loss of or damage to the Equipment and/or Leased Equipment caused by the Client other than where the damage or loss has been caused as a result of the Client acting in accordance with instructions issued by Digital Origin.

• General Liability and Property Damage With respect to all operations performed under this Agreement, the Party shall carry general liability insurance having all major divisions of coverage including, but not limited to: