Company’s Assets. 10.1. Subject to a two (2) business day’s prior written notice, Company reserves the right, at its sole discretion, to add additional guidelines or requirements during the term hereof in the event the industry guidelines shall be updated.
10.2. Company shall have the right, at its sole discretion, to remove the Advertiser’s Content from the Company Assets if: (i) Company receives a complaint from any third party regarding the Advertiser’s Content, or any related Content; (ii) Company reasonably believes that promoting the Advertiser’s Content will have an adverse impact on the Company Assets or Company’s reputation; (iii) the Advertiser’s Content is in violation of the Agreement; (iv) the Advertiser’s Content is in breach of any applicable law, rule or regulation, or industry best practices; or (v) the Advertiser’s Content breaches any third party’s right. Advertiser acknowledges and agrees that Company will not be liable for any damages or costs resulting from or connected to the removal of the Advertiser’s Content in any manner to Advertiser or to any other third party.
10.3. Company represents and warrants that: (a) it shall make reasonable efforts to comply with all applicable laws, rules and regulations, including but not limited to, laws governing privacy, data collection, infringement or misappropriation of any copyright, patent, trademark, trade secret or other proprietary, property or other intellectual property right; (b) Company Assets, including among others, all Content provided therein do not and will not: (i) infringe upon misappropriate or otherwise violate Proprietary Rights of any third party, or infringe upon any applicable law; (ii) contain any virus, worms, Trojan horses, or any other computer code, files or programs designed to interrupt, hijack, malware, spyware, spam-ware, destroy, limit or adversely affect the functionality of any computer software, mobile device, hardware, network or telecommunications equipment.
Company’s Assets. Company owns all of the assets included in the Balance Sheet and the Interim Balance Sheet, except for acquisitions, dispositions or retirements in the ordinary course of business and any other dispositions described in Schedule 3.4. Except as stated in Schedule 3.4, Company has good and marketable title to its assets, and none of the assets of Company are subject to any Encumbrance.
Company’s Assets. For the purposes of this Warranty 10, assets shall not include the Properties, to which the provisions of Part B of this Schedule shall apply.
Company’s Assets. For purposes of this Agreement, a change in the ownership of a substantial portion of the Company's assets occurs on the date that any one person, or more than one person acting as a group (as determined in subsection(d) hereof), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions, For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. There is no Change in Control Event under this subsection (c) when there is a transfer to an entity that is controlled by the shareholders of the Company immediately after the transfer, as provided in this paragraph. A transfer of assets by the Company is not treated as a change in the ownership of such assets if the assets are transferred to --
Company’s Assets. The business freeholds operated by the Company were established by the Company upon its incorporation. The elements comprising the Company's assets and, more particularly, its business freeholds, are free from any inscription, mortgage, privilege, option, restriction, seizure or engagement whatsoever, other than those listed in ANNEX 8. The Guarantor declares that nothing hinders the Company's right to free disposal and enjoyment of its business freeholds (with the exception of rights resulting from the pledge inscriptions listed in Annex 8 mentioned above) and all elements comprising said business freeholds. The Company is the valid holder of a sub-rental agreement hereto attached as ANNEX 9, for the premises located at its registered office; it is not the holder of any other lease agreement nor of any domiciliation agreement, except for a draft of lease agreement for the future location of the Company, for which a copy is hereto attached as ANNEX 10; nor has it agreed to a lease or domiciliation agreement. The Company's right to occupy the premises on which its registered office is located is presently valid, and no termination thereof has been sent; the next term is set for September 30, 2000, and in absence of a statement request otherwise from either the principal tenant or the Company, this lease will continue until September 30, 2002, at which time the Company must definitively leave the premises.
1.6. OFF-BALANCE SHEET ENGAGEMENT - ENDORSEMENTS AND GUARANTIES The Company has neither given nor received, up until present, any endorsement or guarantee of any kind for the execution of engagements contracted either by itself, or by a third party. There exists, at present, for the Company, no off-balance sheet obligations nor capital loans, other than that listed in ANNEX 11.
Company’s Assets. Any indemnity under this Section 5.1 shall be provided solely out of, and only to the extent of, the Company’s assets, and no Member or Affiliate of any Member shall be required directly to indemnify any Covered Person pursuant to this Section 5.1. None of the provisions of this Section 5.1 shall be deemed to create any rights in favor of any Person other than Covered Persons and any other Person to whom the provisions of this Section 5.1 expressly apply.
Company’s Assets. (a) The Company has good and marketable title to all of its properties and assets reflected on the Company’s Financial Statements, free and clear of any and all Liens.
(b) Schedule 4.6(b) sets forth a complete and accurate list of all Machinery and Equipment. There are no material defects in the condition of the Machinery and Equipment, and all of the Machinery and Equipment is in good operating condition, reasonable wear-and-tear excepted.
(c) Schedule 4.6(c) sets forth the name and address of each bank, trust company, savings and loan association, brokerage house and other financial institution at which the Company maintains an account or safety deposit box of any nature, the account number, and the name of each Person authorized to draw thereon or make withdrawals therefrom.
Company’s Assets. Global has the option to, within 30 (thirty) days as from the date hereof and upon written notice to the Company and making of the corresponding payment, acquire any of the desktops PCs, notebooks computers and other workstation equipment, USB phones and Handytones and other CPE hardware belonging to the Company’s fixed assets and under Global’s control and possession on the date hereof, as listed and priced in Annex 3.7 hereto. In case Global decides not to acquire all or part of such Company’s fixed assets, it shall return all of them to the Company, in perfect conditions, within the 30 (thirty) days term referred to above, otherwise the Company shall be authorized to charge Global for them in accordance with this section and, in case Global does not pay the charged amount to the Company within 5 (five) days, the total amount charged shall be added to the amount owed by Global to Company pursuant to Sections 4.2 and 4.3 and shall be subject to adjustment, penalty and interest as set forth therein.
Company’s Assets. The Company’s Assets Under Management, not including Clients Accounts related to AMCORE Financial, Inc., shall be not less than $3.2 billion as determined by the company custodian.
Company’s Assets. At the Closing, and except as listed on Exhibit 1.2 (such assets listed on Exhibit 1.2 being referred to as the "Excluded Assets"), the Company shall own all of the right, title and interest in and to the following assets (all of which assets of the Company are hereinafter collectively referred to as the "Assets"):
1.2.1 All of the Company's equipment, furniture, materials and supplies, used in the Business and owned by the Company including, but not limited to, all of the equipment, furniture, materials and supplies described in Exhibit 1.2.1 (the "Equipment").
1.2.2 All of the Company's fixed assets, including, but not limited to, all of the fixed assets used in the Business and owned by the Company described in Exhibit 1.2.2 (the "Fixed Assets").
1.2.3 All of the Company's saleable, usable and merchantable Inventory (as hereinafter defined) located at the Restaurants.
1.2.4 All of the Company's rights under the Company's Burger King Franchise Agreements between the Company and Burger King Corporation, which are listed on Exhibit 1.2.4, and copies of which are attached thereto (the "Franchise Agreements").
1.2.5 All of the Company's leasehold and tenant improvements (excluding fixtures that have become part of the real property to which they are attached).
1.2.6 All of the Company's customer lists and customer sales files ("Customer Lists").
1.2.7 All of the Company's leasehold interest in the real property leases regarding eight of the Restaurants owned and operated by the Company as listed on and attached to Exhibit 1.2.7 (a) (the "Nonaffiliate Real Property Leases"). The Company and the Shareholders agree to cause Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxxx X. Xxxxx, the landlords for the remaining twenty-two (22) of the real property leases (the "Affiliate Real Property Leases") regarding the Restaurants, to consent to the terminations as of the Closing Date of the existing Affiliate Real Property Leases and to execute new real property leases (the "New Affiliate Real Property Leases") in the form of the real property lease attached hereto as Exhibit 1.2.7 (b), with base rents for the initial terms of each such lease as set forth in Exhibit 1.2.7
