CERTAIN PROPERTY DISCLOSURES Sample Clauses

CERTAIN PROPERTY DISCLOSURES. WITH RESPECT TO ALL OF THE FOLLOWING MATTERS IN THIS SECTION 8.6 AND WITHOUT LIMITATION ON ANY OTHER PROVISIONS OF THIS AGREEMENT, BUYER ACKNOWLEDGES THAT IT SHALL EVALUATE AND CONSIDER SUCH MATTERS PRIOR TO THE EXPIRATION OF THE DUE DILIGENCE PERIOD. BUYER SHALL ASSUME ALL RESPONSIBILITY FOR SUCH MATTERS AND SHALL NOT SEEK ANY PAYMENT OR OTHER ACTION FROM SELLER (AND SELLER SHALL HAVE NO OBLIGATION) WITH RESPECT TO SUCH MATTERS; ANY DISCLOSURE OF SUCH MATTERS BY OTHERS SHALL NOT BE A CAUSE FOR OBJECTION BY BUYER; SUCH MATTERS HAVE ALREADY BEEN TAKEN INTO ACCOUNT IN CALCULATION OF THE PURCHASE PRICE OF THE PROPERTY, AND SUCH MATTERS SHALL NOT BE DEEMED TO EXPAND IN ANY MANNER THE LIMITED REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED HEREIN. WITHOUT LIMITATION ON THE GENERALITY OF THE FOREGOING:
AutoNDA by SimpleDocs
CERTAIN PROPERTY DISCLOSURES. With respect to all of the following matters in this Section 8.3 and without limitation on any other provisions of this Agreement, Xxxxx has evaluated such matters prior to the Effective Date in accordance with the provisions of Section 4. Xxxxx shall assume all responsibility for such matters and shall not seek any payment or other action from LIMCO (and LIMCO shall have no obligation) with respect to such matters; such matters have already been taken into account in calculation of the LIMCO Contribution Value; and such matters shall not be deemed to expand in any manner the limited representations and warranties of LIMCO contained herein.
CERTAIN PROPERTY DISCLOSURES. Without limitation on any other provision of this Agreement or the documents executed in connection herewith, Sellers hereby disclose to Buyer the conditions and matters set forth on Exhibit “S” attached hereto with respect to the Properties, and Buyer shall evaluate such conditions and matters during the Due Diligence Period in accordance with the provisions of Section 4.2. Buyer shall assume all responsibility for such conditions and matters and shall not seek any payment (other than as expressly provided in Section 3.2) or other action from Sellers (and Sellers shall have no obligation) with respect to such conditions and matters and disclosure of such conditions and matters by others shall not be a cause for objection by Buyer; such conditions and matters have already been taken into account in calculating the Purchase Price; and such conditions and matters shall not be deemed to expand in any manner the limited representations and warranties of Sellers contained herein.

Related to CERTAIN PROPERTY DISCLOSURES

  • Certain Provisions Concerning Intellectual Property Collateral SECTION 6.1.

  • State Law Disclosures Such disclosures and reports as are required by applicable state and local law in connection with the conveyance of real property;

  • HAZARDOUS MATERIALS DISCLOSURES 7.1 Does your company handle an aggregate of at least 500 pounds, 55 gallons or 200 cubic feet of hazardous material at any given time? Yes ( ) No ( )

  • Disclosure to and Property of the Company All information, trade secrets, designs, ideas, concepts, improvements, product developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by Employee, individually or in conjunction with others, during the term of his employment (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to the Company’s or any of its Affiliates’ business, products or services and all writings or materials of any type embodying any such matters (collectively, “Confidential Information”) shall be disclosed to the Company, and are and shall be the sole and exclusive property of the Company or its Affiliates. Confidential Information does not, however, include any information that is available to the public other than as a result of any unauthorized act of Employee.

  • OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION 4.1 All information, ideas, concepts, improvements, discoveries, works of authorship, and inventions, whether patentable or copyrightable or not, which are conceived, reduced to practice, authored, made, developed or acquired by Employee, individually or in conjunction with others, in the scope of Employee's employment by Employer or any of its affiliates, and/or during the term of Employee’s employment (whether during business hours or otherwise and whether on Employer's premises or otherwise) which relate to the business, products or services of Employer or its affiliates (including, without limitation, all such information relating to any corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks), and all documents, things, writings and items of any type or in any media embodying any of the foregoing (collectively, “Developments”), and any and all proprietary rights of any kind thereto, including without limitation all rights relating to patents, copyrights, trade secrets, and trademarks, shall be the sole and exclusive property of Employer or its affiliates, as the case may be. Employee hereby assigns to Employer any and all rights Employee might otherwise have in and to any such Developments, and any and all proprietary rights of any kind thereto, including without limitation all rights relating to patents, copyrights, trade secrets, and trademarks.

  • Certain Additional Actions Regarding Intellectual Property If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

  • Public Liability and Property Damage Insurance LESSEE will carry and maintain in effect, at its own expense, with Approved Insurers, public liability insurance (including, without limitation, contractual liability, and passenger legal liability), and property damage insurance with respect to the Aircraft, in amounts per occurrence of not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry from time to time on other similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy of insurance carried in accordance with this Subsection (A), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee as additional insureds as their interests may appear (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of the Indemnitees in such policies, the insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than the Indemnitees, each for their respective interests), and shall insure, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled for any reason whatsoever, or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Indemnitees for thirty (30) days (seven (7) days in the case of any war risks and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any Indemnitee, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent of the LESSOR, which consent shall not be unreasonably withheld or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance market.

  • Notice Regarding Material Contracts Promptly, and in any event within ten Business Days (i) after any Material Contract of Company or any of its Subsidiaries is terminated or amended in a manner that is materially adverse to Company or such Subsidiary, as the case may be, or (ii) any new Material Contract is entered into, a written statement describing such event, with copies of such material amendments or new contracts, delivered to Administrative Agent (to the extent such delivery is permitted by the terms of the applicable Material Contract, provided, no such prohibition on delivery shall be effective if it were bargained for by Company or its applicable Subsidiary with the intent of avoiding compliance with this Section 5.1(l)), and an explanation of any actions being taken with respect thereto;

  • Certain Disclosures A Controlled Affiliate shall make adequate disclosure in contracting with third parties and in disseminating public statements of 1) the structure of the Blue Cross and Blue Shield System; and 2) the independent nature of every licensee; and 3) the Controlled Affiliate's financial condition.

  • Application to Master Agreements For the avoidance of doubt, Clause 21.4 does not apply in respect of sums due from the Borrower to a Swap Counterparty under or in connection with a Master Agreement as to which sums the provisions of section 8 (Contractual Currency) of that Master Agreement shall apply.

Time is Money Join Law Insider Premium to draft better contracts faster.