Certain Equipment. Purchaser and Clarion agree, at no cost to the Company or the Shareholders, that the Company may store on the Real Property, in its current location, certain Laser Etch equipment (the "Laser Equipment") for a period of up to two (2) years commencing on the date of Closing. Any and all expenses related to the Laser Equipment shall be the responsibility of the Company.
1.10 The following Section 9.16 is hereby added to the Asset Purchase Agreement.
Certain Equipment. 23 SECTION 5.08 Taxes......................................................... 23 SECTION 5.09
Certain Equipment. Purchaser agrees that as soon as practicable following the Closing, but in any event within 60 days thereafter, it will arrange, at Purchaser's sole expense and risk, to have the items of Personal Property listed on Schedule 1.01(c) which are located at 200 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xxsmantled and removed from such location. Until such Personal Property is so dismantled and removed, Purchaser shall reimburse Seller (a) for all rent owing in respect of Studio E and (b) for a pro-rata portion of rent owing with respect to the Twelfth Floor based upon the percentage of square footage on the Twelfth Floor used to house such Personal Property.
Certain Equipment. Security Union will arrange for the installation and maintenance of the telephone data transmission service and the related Customer premises data interconnection device, DSU/CSU or data modem ("modem"). All expenses related thereto (including monthly rental of the modem) are payable by Customer to Security Union.
Certain Equipment. The Executive shall be entitled to retain his ----------------- cell phone, cell phone number, personal artwork in the Executive's office and the computer equipment (including upgrades) located at the Executive's residence. The Executive shall return to the Company all items owned by the Company, including, but not limited to, the laptop computer and Blackberry.
Certain Equipment. 4MCA acknowledges that the equipment listed in ----------------- Exhibit "D" (the "Exhibit D Equipment') belongs to and is the property of MTVA. 4MCA further consents to the Exhibit D Equipment being housed at 4MCA's premises and agrees to provide preventive maintenance to insure proper working of the Exhibit D Equipment without charge to MTVA. For and in consideration thereof, 4MCA may use some or all of the Exhibit D Equipment (where required) in the provision of Origination Services without payment to MTVA.
Certain Equipment. (a) Sellers acquired certain CT equipment prior to Closing and paid a portion of the purchase price for the equipment at the time the equipment was acquired (the portion of the purchase price so paid has been recorded by Sellers as a prepaid expense). At Closing Sellers will pay the balance of the purchase price for the equipment. Purchasers agreed to reimburse Sellers at Closing for the cost of purchasing the equipment (including the prepaid amount), as set forth on Exhibit A, and Sellers agreed to treat the amount so reimbursed to Sellers by Purchasers (including the prepaid amount) as a capital expenditure made by Purchasers "from and after the Closing Date of the Transaction" within the meaning of Section 12.18 of the Agreement.
(b) Sellers have leased certain equipment pursuant to one or more operating leases described on Exhibit A. Sellers shall terminate the leases and purchase the equipment at Closing and Purchasers shall reimburse Sellers at Closing for the cost of purchasing the equipment, as set forth on Exhibit A. Sellers have agreed to treat the amount so reimbursed to Sellers by Purchasers as a capital expenditure made by Purchasers "from and after the Closing Date of the Transaction" within the meaning of Section 12.18 of the Agreement.
Certain Equipment. (a) Buyer agrees that during the one year period following the date of this Agreement, it will purchase all or part of the Sequent Equipment for its database product sales and/or its internal use related to new system installations, including its outsourcing on behalf of Ameritech Corporation ("AMERITECH"), which service it intends to migrate to the Sequent Equipment, before making new purchases of or entering into any lease with respect to substantially equivalent hardware. Except as is provided above with regard to the Ameritech opportunity, Buyer shall have no obligation to utilize Sequent Equipment in connection with current sales and support of Buyer's Tandem-based customers.
(b) On the first anniversary of the date hereof, Buyer shall purchase all of the Sequent Equipment not previously purchased pursuant to Section 5.8(a) above.
(c) The aggregate purchase price of the Sequent Equipment and related Informix software licenses shall be $4,790,000; provided, however, that such purchase price shall be pro-rated in the event of a separate purchase of less than all the Sequent Equipment purchased pursuant to Section 5.8(a) and 5.8(b) above.
(d) The purchase price for any Sequent Equipment purchased pursuant to Section 5.8(a) shall be payable upon delivery. The purchase price for any Sequent Equipment purchased pursuant to Section 5.8(b) shall be payable in four (4) equal installments on each of August 1, 2002, November 1, 2002, February 1, 2003 and May 1, 2003.
(e) Upon Buyer's full payment of the above purchase price, Seller will convey to Buyer all of Seller's right, title and interest in and to the Sequent Equipment and the Informix software licenses. To the best of the Business Employees' knowledge, the manufacturer's warranty on the Sequent Equipment begins upon shipment to the end user customer; and to the best of the Business Employees' knowledge, the Informix software licenses are assignable to Buyer (subject to the consent of Informix Corporation, which consent, under the terms of the applicable agreement, is not to be unreasonably withheld); however, Seller makes no other representations or warranties with respect to such hardware or software.
Certain Equipment. All of the Equipment set out in the DML Asset Acquisition Invoice (which is deemed incorporated herein by reference) “NEUROTREND” NO. E717686REGISTERED (COMMUNITY TRADE XXXX) “NEOTREND” NO. E717348REGISTERED (COMMUNITY TRADE XXXX) “PARATREND” NO. 1448637REGISTERED (UK TRADE XXXX) “CONTINUCATH 1000” “CAL-POD” “CARDIOMET 4000” + 1255926 NO. 1293369REGISTERED (UK TRADE XXXX) NO. 1254258REGISTERED (UK TRADE XXXX) NOS. 1254259 REGISTERED (UK TRADE XXXX) To: [?] [Debtor/Third Party] [?] [Address] [?] [Date] Dear Sirs We hereby give you notice that we have assigned by way of security pursuant to the terms of a debenture dated [?] (such debenture, as the same may from time to time be amended, varied, supplemented, novated or replaced being referred to as the “Debenture”) between ourselves and BCC Acquisition II LLC (or any successor or replacement thereof) as Agent for and on behalf of certain secured creditors (the “Agent”) all our rights, title and interest in and to the [?]. We irrevocably and unconditionally instruct and authorize you (notwithstanding any previous instructions which we may have given you to the contrary and without requiring you to make any reference to or seek any further authority from us or to make any enquiry as to the justification for or validity of any notice, statement, requirement or direction) as follows:
Certain Equipment. Attachment A to Exhibit 2.1(d): Certain Equipment shall be deleted in its entirety and replaced with Annex D.
