Control of Assets Clause Samples

Control of Assets. All Assets, Buildings and Equipment listed on Schedule “A” other than Excluded Assets, all Equipment, other than Excluded Equipment, all Project Specific Information in its possession, and all Authorizations listed on Schedule “C” and Schedule “G”, are not in the possession of or under the control of any Person other than the Vendors or the Turkish Subsidiaries;

Control of Assets. All steps necessary or desirable to place Buyer in actual possession and operating control of the Assets have occurred.

Control of Assets. All assets owned by a Group Company or used by a Group Company under any equipment lease, finance lease, hire purchase agreement or similar arrangement are under the possession or control of a Group Company.

Control of Assets. Seller agrees that, during the Relevant Closing Pre-Transfer Period (as defined below), Seller will not, except to the extent otherwise required by applicable law or Governmental Entity, transfer the Relevant Closing Customer Assets (as defined below) in accordance with the instructions of any affected Customer or other third party, but will solely transfer the Relevant Closing Customer Assets to Buyer, its affiliates, or a third party transfer agent in accordance with the Letter of Understanding entered into between Buyer and Seller, dated as of July 31, 2009 (the “▇▇▇”), or otherwise in connection with the Conversion process related to such Closing. Nothing in this Section 11 or otherwise in the Purchase Agreement, the ▇▇▇ or the other Transaction Documents shall require Seller to ensure that the Relevant Closing Customer Assets are delivered to or received by Buyer or its affiliates (on a particular date or at all), impose any obligation to assist Buyer or its affiliates in receiving or obtaining delivery of the Relevant Closing Customer Assets (on a particular date or at all), or create any liability if Buyer or its affiliates fails for any reason to receive or obtain delivery of the Relevant Closing Customer Assets (on a particular date or at all). Nothing in this Section 11 shall expand or diminish Seller’s obligations pursuant to the Purchase Agreement, the ▇▇▇ or the other Transaction Documents regarding Conversions or the delivery of Transferred Customer Contracts, Transferred Customer Indebtedness, Transferred Customer Property or other Assets. For the purposes hereof:

Control of Assets. 14.1 The Chief Executive is responsible for ensuring arrangements are in place to physically control all of the Organisation’s assets for which her/his department has management responsibilities. 14.2 The Local Government and Housing Act 1989 requires adherence to the Accounting Codes of Practice approved by the Accounting Standards Board. One such Code of Practice concerns the subject of capital accounting and suggests the creation and maintenance of registers for all assets. The asset registers form the basis by which the Organisation meets the capital accounting requirements in the raising of capital charges for the use of assets such as buildings, land and vehicles. 14.3 The asset registers are required to itemise all assets which cost in excess of £1,000 while recording the date and cost of their acquisition. 14.4 The Chief Executive shall allocate responsibility for the maintenance of individual registers as appropriate. 14.5 The Chief Executive shall ensure that any information requested by the above registrars, for the purposes of maintaining the asset registers, is provided rapidly and freely. Any acquisitions or disposals of assets should be notified to the relevant registrar at the appropriate time. 14.6 The Chief Executive shall nominate one officer to be responsible for the safe custody of all deeds and lease agreements in respect of all properties owned or leased by the Organisation. This responsible officer shall :- 14.6.1 Make arrangements for such documents to be inspected when required; and 14.6.2 Provide copies of any relevant documents on request. 14.7 Inventories of all furniture, fittings, equipment, plant, and machinery shall be maintained by the Chief Executive. Items that are being rented or leased on a long term basis, or such that the responsibilities of stewardship lie with the Organisation, should also be included in the inventory. Generally, items with a life-span longer than one year should be included, unless they are already recorded on a formal stock record system 14.8 The inventory should be in the form of a permanent document. It is important to ensure that the inventory is complete and that all parts of it are kept together. The inventory can be in any media. A suggested format of an inventory is provided at appendix 3. 14.9 The inventory should provide the following information for each item: 14.9.1 Location, but if the item is moved between locations, note the general area. (A separate record of location may well be n...

Control of Assets. Seller shall have taken all steps ----------------- necessary or desirable to place Buyer and USCRE in actual possession and operating control of the Assets and the Real Property, including but not limited to delivering to Buyer all keys, passcards and other access devices to Seller's facility.

Control of Assets. Notwithstanding anything in this Agreement to the contrary, Purchaser acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that (a) nothing in this Article VII shall be construed to restrict or limit Sellers’ or their Affiliates ability to conduct their own business as determined by Sellers and such Affiliates in their sole discretion, and (b) the operation of the Assets remains in the dominion and control of Sellers until the Closing.