Control of Assets Sample Clauses

Control of Assets. Seller shall have taken all steps necessary or desirable to place Buyer in possession and operating control of the Assets.
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Control of Assets. All steps necessary or desirable to place Buyer in actual possession and operating control of the Assets have occurred.
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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.
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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...
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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.
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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 “XXX”), or otherwise in connection with the Conversion process related to such Closing. Nothing in this Section 11 or otherwise in the Purchase Agreement, the XXX 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 XXX 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:
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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;
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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.
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Related to Control of Assets

  • Disposition of Assets The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, at any time sell, lease, abandon, or otherwise dispose of any assets (other than assets disposed of in the ordinary course of business and other than the Philadelphia Disposition) without the prior written consent of the Banks; provided, however, that the prior written consent of the Banks shall not be required for (i) the transfer of assets (including cash or cash equivalents) among the Borrower and its Restricted Subsidiaries (excluding Subsidiaries described in clause (b) of the definition of "Subsidiary") or for the transfer of assets (including cash or cash equivalents) between or among Restricted Subsidiaries (excluding Subsidiaries described in clause (b) of the definition of "Subsidiary") of the Borrower, (ii) the disposition of communications tower facilities that contribute in the aggregate, less than (A) five percent (5%) of the Operating Cash Flow of Borrower for the twelve calendar month period immediately preceding such disposition, and (B) fifteen percent (15%) of the Operating Cash Flow of the Borrower for the period from the Agreement Date through the date of such disposition or (iii) subject to Section 2.5(c) hereof, any other property (real or personal) not used or useful in Borrower's or such Restricted Subsidiary's business. Upon any sale or disposition of a Restricted Subsidiary permitted hereunder, the Administrative Agent and the Banks shall, at Borrower's expense, take such actions as the Borrower reasonably requests to cause such Restricted Subsidiary to be released from its obligations under the Subsidiary Guaranty.

  • Acquisition of Assets In the event the Company or any Subsidiary acquires any assets or other properties, such assets or properties shall constitute a part of the Collateral (as defined in the Security Agreement) and the Company shall take all action necessary to perfect the Purchasers’ security interest in such assets or properties pursuant to the Security Agreement.

  • Location of Assets To keep any property belonging to the Trust at any place in theUnited States.

  • No disposal of assets The Borrower will not transfer, lease or otherwise dispose of: (a) all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not; or (b) any debt payable to it or any other right (present, future or contingent right) to receive a payment, including any right to damages or compensation.

  • Disposal of Assets Where the Academy Trust acquires assets for a nil consideration or at an under value it shall be treated for the purpose of this Agreement as having incurred expenditure equal to the market value of those assets at the time that they were acquired. This provision shall not apply to assets transferred to the Academy Trust at nil or nominal consideration and which were previously used for the purposes of an Academy and/or were transferred from an LA, the value of which assets shall be disregarded.

  • Protection of Assets (a) Except for transactions and activities entered into in connection with the securitization that is the subject of this Agreement, the trust created by this Agreement is not authorized and has no power to: (1) borrow money or issue debt; (2) merge with another entity, reorganize, liquidate or sell assets; (3) engage in any business or activities. (b) Each party to this Agreement agrees that it will not file an involuntary bankruptcy petition against the Trustee or the Trust Fund or initiate any other form of insolvency proceeding until after the Certificates have been paid in full.

  • Reversion of Assets (a) Upon expiration of the term of this Agreement, or upon any prior termination, Subrecipient shall transfer to City any funds provided hereunder which are on hand at the time of expiration or termination. (b) In the event City incurs any costs or expenses in enforcing the requirements of this paragraph 15 or in bringing any action to recover the property or amount of any repayment obligation, City shall be entitled to recover its costs and expenses, including reasonable attorney’s fees.

  • Liquidation of Assets (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the Company, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another liquidator will be elected by the Board. Net Profits and Net Losses during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i) the debts, liabilities and obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s assets to the Members has been completed, shall first be paid on a proportionate basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate basis; and (iii) the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2. (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.

  • Condition of Assets 4 2.10 TITLE TO AND ENCUMBRANCES ON PROPERTY . . . . . . . . . . . . . . . . . . 4 2.11 INVENTORIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.12 INTELLECTUAL PROPERTY RIGHTS; NAMES . . . . . . . . . . . . . . . . . . .

  • Purchases of Assets Fund will, on each business day on which a purchase of Assets shall be made by it, deliver to Custodian Instructions which shall specify with respect to each such purchase: 1. The name of the issuer and description of the Assets; 2. The number of shares or the principal amount purchased, and accrued interest, if any; 3. The trade date; 4. The settlement date; 5. The purchase price per unit and the brokerage commission, taxes and other expenses payable in connection with the purchase; 6. The total amount payable by the Portfolio upon such purchase; 7. The name of the person from whom or the broker or dealer through whom the purchase was made; and 8. The name of the Portfolio with respect to which such purchase was made. In accordance with such Instructions, Custodian will pay for out of monies held for the Account of the applicable Portfolio, but only insofar as monies are available therein for such purpose, and receive the Assets so purchased by or for the Account of the applicable Portfolio. Such payment will be made only upon receipt by Custodian of the Assets so purchased in form for transfer satisfactory to Custodian.

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