Assets Sample Clauses

Assets. The School shall maintain a complete and current inventory of all of its property and shall update the inventory annually. The School shall take all necessary precautions to safeguard assets acquired with public funds.

Assets. (a) Except as disclosed in Section 6.10 of the FLAG Disclosure Memorandum or as disclosed or reserved against in the FLAG Financial Statements delivered prior to the date of this Agreement, the FLAG Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets, except for any such Liens or other defects of title which are not reasonably likely to have a FLAG Material Adverse Effect. All tangible properties used in the businesses of the FLAG Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with FLAG's past practices. (b) All Assets which are material to FLAG's business on a consolidated basis, held under leases or subleases by any of the FLAG Entities, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (c) The FLAG Entities currently maintain insurance similar in amounts, scope and coverage to that maintained by other peer banking organizations. None of the FLAG Entities has received notice from any insurance carrier that (i) any policy of insurance will be cancelled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding in any individual case $25,000 pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any FLAG Entity under such policies. (d) The Assets of the FLAG Entities include all Assets required to operate the business of the FLAG Entities as presently conducted.

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. Properties, Mortgages and other direct or indirect investments in equity interests in, or loans secured by, Real Property (other than investments in bank accounts, money market funds or other current assets, whether of the proceeds from an Offering or the sale of an Asset or otherwise) owned by the Company, directly or indirectly through one or more of its Affiliates.

Assets. CBTC or its Subsidiaries has good and marketable title to those assets reflected in CBTC’s most recent financial statements as being owned by CBTC or acquired after the date thereof (except assets sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all liens, except (a) statutory liens securing payments not yet due, (b) liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, and (d) such imperfections or irregularities of title or liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Liens”). CBTC is the lessee of all leasehold estates reflected in CBTC’s most recent financial statements, free and clear of all liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the knowledge of CBTC, the lessor. There are no pending or, to the knowledge of CBTC, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by CBTC. CBTC owns or leases all properties as are necessary to its operations now conducted.

Assets. Borrower shall not purchase or own any property other than the Property and any property necessary or incidental for the operation of the Property.

Assets. 7.1 Other than any Assets and rights where non-availability for use by the EDS Business would not reasonably be expected to have a material effect on the EDS Business, the EDS Assets and EDS Entities, when taken together with (i) the Assets and rights to which the Purchaser’s Group has access pursuant to any of the Ancillary Agreements, (ii) the Retained Assets to be used by a member of the Seller’s Group in providing services to a member of the Purchaser’s Group under any of the Ancillary Agreements, or to be leased or licensed by a member of the Seller’s Group to a member of the Purchaser’s Group under any of the Ancillary Agreements and (iii) the Sharing Arrangements, comprise all the Assets and rights necessary for the Purchaser’s Group to carry on the EDS Business in substantially the same manner as the EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free from Third Party Rights, except for Permitted Encumbrances, and the relevant EDS Entity or member of the Seller’s Group, as the case may be, has, and upon Conveyance in accordance with this Agreement the Purchaser will have, full right, power and authority to dispose of the EDS Assets, subject to (i) reservation or retention of title in the Ordinary Course, (ii) the requirement to obtain consent from counterparties to the Contracts to the novation or assignment thereof, and (iii) the consent, approvals and provisions set out in this Agreement. 7.3 The EDS Plants, EDS Equipment and Machinery, all the consumables at the EDS Sites and the EDS Furniture, in each case, necessary for the operation of the EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the Ordinary Course.

Assets. Each of the Parent and the Acquisition Subsidiary owns or leases all tangible assets necessary for the conduct of its businesses as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from material defects, 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. No asset of the Parent or the Acquisition Subsidiary (tangible or intangible) is subject to any Security Interest.

Assets. Subject to Section 2.03, the term “Assets” (or in the singular “Asset”) means all of Seller's right, title and interest in and to: (a) the oil, gas and/or mineral leases described in Exhibit A together with all amendments, supplements, renewals, extensions or ratifications thereof, insofar and only insofar as said leases cover the lands and depths described in Exhibit A (collectively, the “Leases”), and all oil, gas and/or mineral leasehold interests, reversionary, back-in, net profits, carried, convertible, non-consent and overriding royalty interests, operating rights, record title and other similar interests in the Leases (collectively, the “Subject Interests” or, singularly, a “Subject Interest”); (b) except to the extent as may be limited by the Subject Interests or to the extent used or held in connection with the Excluded Assets, all rights, privileges, benefits and powers conferred upon Seller as holder of the Subject Interests, with respect to (i) all rights of use and occupation of the surface of and the subsurface depths under the Subject Interests, and (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; (c) to the extent assignable or transferable by Seller, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to and to the extent used in connection with the Subject Interests, including those described or referred to in Exhibit A-1 (the “Easements”); (d) to the extent assignable or transferable by Seller and to the extent not used or held in connection with the Excluded Assets, all personal property, equipment, fixtures, inventory and improvements located on and used directly in connection with the Subject Interests or the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons produced from or attributable to the Subject Interests (collectively, “Hydrocarbons”), byproducts or waste produced from or attributable to the foregoing, including all wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and ...

Assets. Borrower shall not purchase or own any properties other than the Property owned by Borrower as of the Closing Date as reflected in the applicable Title Insurance Policy.