Disposal of Relevant Business Assets Sample Clauses

Disposal of Relevant Business Assets. 13.1. The provisions of paragraph 13.1 to 13.3 shall only apply if the Contractor produces or generates Relevant Business Assets in connection with the provision of the Services.
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Disposal of Relevant Business Assets. 29.1. In the event that the Contractor generates Relevant Business Assets, the Contractor shall maintain and provide to the DCC a register of such Relevant Business Assets, which shall contain the following information: 29.1.1. a register of all of the Relevant Business Assets, detailing: (a) whether each Relevant Business Asset is capable of being transferred to the DCC and/or any Replacement Contractor following the expiry or termination of this Agreement (each, a "Transferable Asset"). (b) if not, whether each Relevant Business Asset is otherwise capable of being made available by the Contractor for use by the DCC and/or any Replacement Contractor following the expiry or termination of this Agreement (each, an "Ongoing Access Asset"); (c) the ownership status of each Transferable Asset and each Ongoing Access Asset; (d) the value of each Transferable Asset, calculated using the net book value, remaining lease payments or such other valuation method as approved by the DCC in respect of specific Relevant Business Assets and, in any event, in compliance with the applicable accounting standards of the Contractor; (a) a register of all of the software provided in connection with the Services; (b) a register of all other IPR relevant to the performance of the Services; and (c) a register of all sub-contracts and other agreements (including software licences, maintenance and support agreements and equipment, rental and lease agreements) required for the performance of the Services. 29.2. The Contractor shall maintain the register of Relevant Business Assets in the format specified in such format as is agreed by the Parties from time to time and the Contractor shall review and update such register of Relevant Business Assets periodically. 29.3. The Contractor shall not, without the DCC's prior written consent, encumber any Relevant Business Assets in any way which would: 29.3.1. require the consent of a third party to the exercise by the DCC of any of its rights under this Schedule; or 29.3.2. otherwise restrict the exercise by the DCC of any of its rights under this Schedule. For the purposes of this clause 29.3, "encumber" shall include any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, security interest, any other security agreement or arrangement or which otherwise restricts the Contractor's ability to use and deal with the Relevant Business Asset. 29.4. Wi...
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Disposal of Relevant Business Assets. 13.4.1. Without limiting its other obligations under this Agreement, the Contractor may not carry out any Disposal of, or any Relinquishment of Operational Control over, any Relevant Business Asset without the prior written consent of the DCC. The Contractor acknowledges that: (a) the granting of consent by the DCC under this paragraph 13.4 may be subject to the Authority also granting its consent to the relevant Disposal or Relinquishment of Operational Control; and (b) the consent of the DCC under this paragraph 13.4 may be given subject to acceptance by the Contractor, or by any third party in favour of whom the relevant Disposal or Relinquishment of Operational Control is to be made, of such conditions as may be specified in the DCC's consent.
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Disposal of Relevant Business Assets. Without limiting its other obligations under this Agreement and without prejudice to the Contractor’s ability to update, upgrade, maintain or replace (with the same or assets of equvalence), the Contractor may not carry out any Disposal of or any Relinquishment of Operational Control over, any Relevant Business Asset without the prior written consent of the DCC. The Contractor acknowledges that:
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Disposal of Relevant Business Assets. 12.4.1 Without limiting its other obligations under this Agreement, the Contractor may not carry out any Disposal of, or any Relinquishment of Operational Control over, any Relevant Business Asset without the prior written consent of the DCC. The Contractor acknowledges that: 12.4.1.1 the granting of consent by the DCC under this paragraph 12.4 may be subject to the Authority also granting its consent to the relevant Disposal or Relinquishment of Operational Control; and 12.4.1.2 the consent of the DCC under this paragraph 12.4 may be given subject to acceptance by the Contractor, or by any third party in favour of whom the relevant Disposal or Relinquishment of Operational Control is to be made, of such conditions as may be specified in the DCC's consent. DCC Systems (including Comms Hubs) are required to support the testing of multiple devices on the HAN for DCC Release 2.0. This document sets out the technical requirements and capabilities of both Single Band and Dual Band HAN Device Emulators for use in SIT and UIT. Emulators will enable DCC to demonstrate the full testing of GBCS changes for Release 2.0, without the need to validate testing on real smart meters and other HAN devices in case these are not available in time for the integration test phases. The overall requirement is that emulators comply with all HAN interfaces with the Comms Hub (including In Home Displays) in accordance with GBCS 2.0 – there is no requirement to demonstrate interfaces with other systems, nor is there any requirement for the emulators to support functional requirements of the devices (e.g. controlling load) except where specified in the detail below. There is no specific requirement for the HAN Emulator to be delivered in a form of a dedicated physical device. It could be an application using a ZigBee dongle for HAN communication. The following technical documentation standards shall apply for all emulators: GBCS v2.0 Draft 5 CHTS v1.1 Draft 3 SMETS v3.0 Draft 4 2.1 High Level Requirements 2.2 IHD Specific Requirements
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Disposal of Relevant Business Assets. 27.4.1 Without limiting its other obligations under this Agreement, the Supplier may not carry out any Disposal of, or any Relinquishment of Operational Control over, any Relevant Business Asset without the prior written consent of the DCC. The Supplier acknowledges that: 27.4.1.1 the granting of consent by the DCC under this paragraph
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Disposal of Relevant Business Assets. ‌ 27.1. The parties acknowledge and agree that the Contractor will not generate any Relevant Business Assets with respect to the delivery of the Software and Services under this Agreement. The creation if any Relevant Business Assets will constitute a change to this Agreement and shall be dealt with xxx xxxxxx 0 (Xxxxxx Control).]
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Disposal of Relevant Business Assets. 13.4.1 Without limiting its other obligations under this Agreement, the Contractor may not carry out any Disposal of, or any Relinquishment of Operational Control over, any Relevant Business Asset without the prior written consent of the DCC. The Contractor acknowledges that: 13.4.1.1 the granting of consent by the DCC under this paragraph 13.4 may be subject to the Authority also granting its consent to the relevant Disposal or Relinquishment of Operational Control; and 13.4.1.2 the consent of the DCC under this paragraph 13.4 may be given subject to acceptance by the Contractor, or by any third party in favour of whom the relevant Disposal or Relinquishment of Operational Control is to be made, of such conditions as may be specified in the DCC's consent. Xxxxxx Xxxxxxxxx Ltd gives permission to copy this report for the purposes of disseminating information within your organisation, or any regulatory agency. Reference Redacted Client Name Redacted Document Title Redacted Document Authors Redacted Proposal Date Redacted Redacted 2.1 Summary Functionality 2.2 Hosting 3 Commercials Table 4: Monthly Charges Description Rate Total 3.1 Approval Signed for and on behalf of DCC Name: Title: Date: Signature: Signed for and on behalf of Xxxxxx Xxxxxxxxx Limited Name: Title: Date: Signature: The following table identified the assumptions that have been made in producing this proposal. A-1 It is assumed that DCC will provide access to systems, processes, locations and people to complete the required setup activities. A-2 It is assumed that DCC will provide the initial users for bulk upload along with their status of employment (full time, contractor) and weekly allocated hours, e.g.
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Related to Disposal of Relevant Business Assets

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Transferred Assets (i) From the Closing Date to the Effective Date, OLS sold and/or contributed, assigned, transferred, and conveyed to the Depositor, and the Depositor acquired from OLS, without recourse except as provided under the Original Receivables Sale Agreement, all of OLS’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Closing Date and in existence on any Business Day after the Closing Date and prior to the Effective Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of OLS to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Effective Date, and until the opening of business on the MSR Transfer Date for each Designated Servicing Agreement, pursuant to the Purchase Agreement, OLS will sell to HLSS, for a cash purchase price equal to 100% of the Receivable Balances thereof, (1) each Receivable, in existence on any Business Day on or after the Effective Date and until the opening of business on the related MSR Transfer Date, that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“OLS Additional Receivables”) for which the MSR Transfer Date has not yet occurred, and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of HLSS to enforce such OLS Additional Receivables (collectively, the “OLS Transferred Assets”). (iii) Commencing on the Effective Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, HLSS, as receivables seller, hereby sells and/or contributes, assigns, transfers, and conveys to the Depositor, and the Depositor acquires from HLSS, without recourse except as provided herein, all of HLSS’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on any Business Day on or after the Effective Date and prior to the Receivables Sale Termination Date (including the OLS Additional Receivables) that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) (including the OLS Transferred Assets), together with all rights of HLSS to enforce such Additional Receivables (collectively, the “Transferred Assets”). Until the Receivables Sale Termination Date, HLSS shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

  • Acquired Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and assume from Seller, all of Seller’s Interest in and to the following assets, properties, rights and interests, free and clear of all Encumbrances (other than Permitted Encumbrances), (the “Acquired Assets”): (a) the Site and the Facility; (b) those easements and other Contracts relating to the Site set forth in Section 2.1(b) of the Seller Disclosure Schedule (“Assumed Real Property Contracts”); (c) the machinery, equipment, vehicles, furniture, Inventory and other personal property used primarily in connection with the operation of, or for consumption at, the Facility or the Site, including any property purchased but not yet located at the Facility or the Site (collectively, “Personal Property”); (d) all Permits and Environmental Permits relating to the Site and the Facility; (e) all Contracts entered into by Seller related to the Facility or the Site, as set forth in Section 2.1(e) of the Seller Disclosure Schedule (collectively with the Assumed Real Property Contracts, the “Assumed Contracts”); (f) any and all inventory items used for the Business, including: consumables; lubricants, chemicals, fluids, lubricating oils, fuel oil, filters, fittings, connectors, seals, gaskets, hardware, wire and other similar materials; maintenance, shop and office supplies; replacement, spare or other parts; tools, special tools or similar equipment; and similar items of movable property and other materials located at or in transit to, or held for use at the Facility or the Site or used in connection with the Facility or the Site (collectively, “Inventory”); (g) all of Seller’s rights to use and sell electricity, capacity or ancillary services with respect to the period commencing after the Effective Time; (h) all Intellectual Property related solely to the Site or Facility or used primarily in connection with the Business; (i) all Emission Allowances held by or allocated or issued to Seller or with respect to Seller’s Interest in the Site or Facility in connection with the Business or the Acquired Assets for the year in which Closing occurs and each year thereafter or otherwise needed to offset Seller’s share of emissions with respect to the Facility under the Emissions Agreement prior to the Closing Date; (j) the rights which, if not for the transactions contemplated herein, would have accrued to Seller in and to any causes of action, Claims (including rights under Insurance Policies to proceeds, refunds (other than refunds relating to Taxes for Pre-Closing Periods as prorated pursuant to the method described in Section 3.4(a)) or distributions thereunder paid after the Closing Date) and defenses against third parties (including indemnification and contribution) relating to and to the extent of any Acquired Assets or Assumed Liabilities arising after the Closing Date; (k) all unexpired warranties, indemnities and guaranties made or given by manufacturers, overhaulers, assemblers, refurbishers, vendors and service providers and other comparable third parties to the extent relating exclusively to the Facility, the Site or the Acquired Assets (but excluding those warranties, indemnities and guarantees related to any Excluded Assets), whether provided in connection with the purchase of equipment or entered into independently of such purpose; (l) the PJM capacity sales listed in Section 2.1(l) of the Seller Disclosure Schedule and all PJM capacity sales entered into by Seller after the Execution Date with respect to its Interest, in each case excluding capacity sales revenue received by Seller prior to the Closing Date; and (m) all other assets, rights and interests used exclusively in relation to or in connection with the Facility; provided, however, that the Acquired Assets shall not include the Excluded Assets.

  • Purchased Assets Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest of Seller in, to and under the following properties (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”); and (h) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associations.

  • SERVICE MONITORING, ANALYSES AND ORACLE SOFTWARE 11.1 We continuously monitor the Services to facilitate Oracle’s operation of the Services; to help resolve Your service requests; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any of Your Content residing in the Services, except as needed for such purposes. Oracle does not monitor, and does not address issues with, non-Oracle software provided by You or any of Your Users that is stored in, or run on or through, the Services. Information collected by Oracle monitoring tools (excluding Your Content) may also be used to assist in managing Oracle’s product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and for license management purposes. 11.2 We may (i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “Service Analyses”). We may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Content, Personal Data or Confidential Information in a form that could serve to identify You or any individual. We retain all intellectual property rights in Service Analyses. 11.3 We may provide You with the ability to obtain certain Oracle Software (as defined below) for use with the Services. If we provide Oracle Software to You and do not specify separate terms for such software, then such Oracle Software is provided as part of the Services and You have the non-exclusive, worldwide, limited right to use such Oracle Software, subject to the terms of this Agreement and Your order (except for separately licensed elements of the Oracle Software, which separately licensed elements are governed by the applicable separate terms), solely to facilitate Your use of the Services. You may allow Your Users to use the Oracle Software for this purpose, and You are responsible for their compliance with the license terms. Your right to use any Oracle Software will terminate upon the earlier of our notice (by web posting or otherwise) or the end of the Services associated with the Oracle Software. Notwithstanding the foregoing, if Oracle Software is licensed to You under separate terms, then Your use of such software is governed by the separate terms. Your right to use any part of the Oracle Software that is licensed under the separate terms is not restricted in any way by this Agreement.

  • Trunk Group Connections and Ordering 5.2.1 For both One-Way and Two-Way Interconnection Trunks, if Onvoy wishes to use a technically feasible interface other than a DS1 or a DS3 facility at the POI, the Parties shall negotiate reasonable terms and conditions (including, without limitation, rates and implementation timeframes) for such arrangement; and, if the Parties cannot agree to such terms and conditions (including, without limitation, rates and implementation timeframes), either Party may utilize the Agreement’s dispute resolution procedures. 5.2.2 When One-Way or Two-Way Interconnection Trunks are provisioned using a DS3 interface facility, if Onvoy orders the multiplexed DS3 facilities to a Frontier Central Office that is not designated in the NECA 4 Tariff as the appropriate Intermediate Hub location (i.e., the Intermediate Hub location in the appropriate Tandem subtending area based on the LERG), and the provision of such facilities to the subject Central Office is technically feasible, the Parties shall negotiate in good faith reasonable terms and conditions (including, without limitation, rates and implementation timeframes) for such arrangement; and, if the Parties cannot agree to such terms and conditions (including, without limitation, rates and implementation timeframes), either Party may utilize the Agreement’s dispute resolution procedures. 5.2.3 Each Party will identify its Carrier Identification Code, a three or four digit numeric code obtained from Telcordia, to the other Party when ordering a trunk group. 5.2.4 For multi-frequency (MF) signaling each Party will out pulse ten (10) digits to the other Party, unless the Parties mutually agree otherwise. 5.2.5 Each Party will use commercially reasonable efforts to monitor trunk groups under its control and to augment those groups using generally accepted trunk- engineering standards so as to not exceed blocking objectives. Each Party agrees to use modular trunk-engineering techniques for trunks subject to this Attachment.

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • DISADVANTAGED BUSINESS ENTERPRISE OR HISTORICALLY UNDERUTILIZED BUSINESS REQUIREMENTS The Engineer agrees to comply with the requirements set forth in Attachment H, Disadvantaged Business Enterprise or Historically Underutilized Business Subcontracting Plan Requirements with an assigned goal or a zero goal, as determined by the State.

  • Loop Testing/Trouble Reporting 2.1.6.1 Telepak Networks will be responsible for testing and isolating troubles on the Loops. Telepak Networks must test and isolate trouble to the BellSouth portion of a designed/non-designed unbundled Loop (e.g., UVL-SL2, UCL-D, UVL-SL1, UCL-ND, etc.) before reporting repair to the UNE Customer Wholesale Interconnection Network Services (CWINS) Center. Upon request from BellSouth at the time of the trouble report, Telepak Networks will be required to provide the results of the Telepak Networks test which indicate a problem on the BellSouth provided Loop. 2.1.6.2 Once Telepak Networks has isolated a trouble to the BellSouth provided Loop, and had issued a trouble report to BellSouth on the Loop, BellSouth will take the actions necessary to repair the Loop if a trouble actually exists. BellSouth will repair these Loops in the same time frames that BellSouth repairs similarly situated Loops to its End Users. 2.1.6.3 If Telepak Networks reports a trouble on a non-designed or designed Loop and no trouble actually exists, BellSouth will charge Telepak Networks for any dispatching and testing (both inside and outside the CO) required by BellSouth in order to confirm the Loop’s working status. 2.1.6.4 In the event BellSouth must dispatch to the end-user’s location more than once due to incorrect or incomplete information provided by Telepak Networks (e.g., incomplete address, incorrect contact name/number, etc.), BellSouth will xxxx Xxxxxxx Networks for each additional dispatch required to repair the circuit due to the incorrect/incomplete information provided. BellSouth will assess the applicable Trouble Determination rates from BellSouth’s FCC or state tariffs.

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