Company’s Assets Sample Clauses

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. The Company’s legal existence shall continue and, as a result of the Merger, the Company shall continue to own the following assets: (a) The tangible personal property listed on Schedule 3.2(a) owned or used in the Business acceptable to Buyer wherever located, including without limitation all machinery, equipment, tools, parts; (b) The Company’s inventories of grain (“Grain”), plant nutrients, herbicides and pesticides (collectively, “Nutrients”), materials and supplies, and all other items of inventory carried and sold or utilized by the Company in the ordinary course of business at any Company owned or leased facility, or at the KMA Facilities (all such items of inventory, including Grain and Nutrients, are collectively called the “Inventory”), and including Inventory of the Company in storage at any Facility, stored elsewhere on behalf of the Company, or which has been paid or contracted for by the Company and either not yet delivered, in each case to the extent deemed acceptable to Buyer in its reasonable determination; (c) All rights, claims, choses in action and Receivables of the Company; (d) The customer lists, supplier lists, business processes, operating procedures, technical know-how, logos, trade names, trademarks, service marks, domain names, copyrights, computer programs, algorithms, software, patents, trade secrets and other intellectual property owned by Seller and used or held for use by the Company or the Business, including the names Auburn Bean & Grain, Xxxxxxxx Xxxx Company, Hemlock Elevator Co., and Auburn Fertilizer Div. (the “Transferred Intellectual Property”); (e) The non-defaulted, commercial contracts for the future delivery, purchase, or sale of grain (“Grain”), including without limitation contracts and agreements (i) for the purchase and delivery of Grain (“Grain Purchase Contracts”), (ii) for the delayed pricing of Grain (“Delayed Pricing Contracts”), and (iii) for the sale of Grain to certain customers (“Grain Sale Contracts”); all such types of Grain contracts being collectively called, the “Grain Contracts”); and certain equipment leases and other contracts providing for the delivery or provision of ordinarily needed supplies and services, in each case entered into in the ordinary course of business described in Schedule 3.2(e), (the “Assumed Contracts”). The Grain Contracts will be subject to a marked to CSX track value valuation pursuant to procedures set forth in Section 3.8(a), 3.8(b) and 3.8(c). All Grain Contracts ...

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 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

Company’s Assets. Except as indicated in items A and C of Exhibit 7.1(C), the Company is the lawful owner and holder of the Equity Interests Held by the Company, of the Establishments and Assets, all of which are free and clear of Liens. The Purchased Shares, the Establishments and Assets represent the totality of the business of production of phosphate by the Sellers and its Affiliates in Brazil.

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. 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.