Distribution of Properties Sample Clauses

Distribution of Properties. 76 11.8 Priority...................................................................................... 80
Sample 1
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Distribution of Properties across the EDM classes and Support of multiple statements per resources
Sample 1
Distribution of Properties. To the extent not conveyed or distributed to Seller or Seller's designee prior to the Closing Date, at Closing, Seller will cause the Company to cause to be conveyed or distributed to Seller or Seller's designee the rights, interests, properties and assets excluded from the Assets under Sections 2.2 and 2.3 and Article VII.
Sample 1
Distribution of Properties. The Company does hereby convey, transfer, assign and distribute all of its assets as follows: (a) The Company hereby assigns, transfers and conveys to Rentech all right, title and interest in and to all Rentech Derivative Works, if any; (b) The Company hereby assigns, transfers and conveys to HTIG all right, title and interest in and to all HTIG Derivative Works, if any; and (c) The Company hereby assigns, transfers and conveys to both Rentech and HTIG, as co-owners, any and all other intellectual property rights (including, without limitation, patents, copyrights, trademarks, service marks, applications for the foregoing and trade secrets) (collectively, “Intellectual Property”), if any, developed or owned by the Company which is not Rentech Technology, HTIG Technology, Rentech Derivative Works or HTIG Derivative Works (collectively, “Independent IP”). The Parties acknowledge and agree that there is no overlap or conflict between the Independent IP and (i) the Rentech Technology and Rentech Derivative Works; or (ii) the HTIG Technology and HTIG Derivative Works. Rentech and HTIG agree to execute such documents and take such other lawful acts as may be necessary to permit either Member to enforce, protect or otherwise use the Independent IP in any jurisdiction where both co-owners must consent to the use of co-owned intellectual property. (d) Where desirable or necessary to further effectuate sections 3(a)-(c) above, the Company hereby agrees to execute, acknowledge and deliver to HTIG and/or Rentech, as the case may be, such written instruments and perform such other lawful acts as may be necessary, in the reasonable judgment of HTIG and/or Rentech, to obtain, maintain and enforce letters patent, trademark registrations, copyright registrations or similar governmental registrations or designations on all such proprietary assets, and all reissues, renewals and extensions thereof, to vest the entire right, title and interest thereto in HTIG, Rentech or both, as the case may be. For the avoidance of doubt, any improvement (as defined by the United States patent law) to a patent which is included in either HTIG Technology or Rentech Technology shall be deemed an HTIG Derivative Work or Rentech Derivative Work, respectively. The categorization of Derivative Works as Rentech Derivative Works or HTIG Derivative Works will depend solely the underlying technology upon which it is based, and not upon any funding provided to develop the applicable Derivative Works. ...
Sample 1
Distribution of Properties. (a) If the Class A Members elect to distribute certain of the Company's Properties or the Company's direct or indirect interests therein (together with associated liabilities) pursuant to Section 11.5 hereof, the Company's Properties (together with associated liabilities) shall be divided among the Class A Members, on the one hand, and the Class B Members, on the other hand, by having each select Properties on an alternating one-by-one basis (with the Class B Members being entitled to the first selection) until either the Class A Members or the Class B Members have selected Properties having a Dissolution Value equal to their Proportionate Share of the Dissolution Value of all of the Company's Properties with any remaining Properties going to the other party or parties. (b) The "Dissolution Value of a Property" shall be the Value of the Property, determined in accordance with Section 9.3 above, plus the book value of the Other Assets as of the date of distribution (including Cash Reserves and other non-operating assets) that are attributable or allocable to such Property less the Liabilities as of the date of distribution (including corporate level liabilities) that are associated with or allocable to such Property (excluding Retained Debt, which for this purpose is not a Liability and is to be paid in accordance with Section 13.1). The determination of the Accountants as to the Other Assets and the Liabilities (and the allocation thereof among the Properties) shall be binding. (c) All Properties selected by the Class B Members or any direct or indirect interests therein (together with associated liabilities) will be distributed to the Class B Members in exchange for all of their Units, and the Class B Members shall thereafter no longer be Members of the Company and such Properties shall no longer be owned by the Company or any Affiliate thereof for any purpose, including with respect to governance, distributions, valuation or management (and the other Properties shall continue to be owned by the Company and its Subsidiaries and the Class A Members shall continue to own their Units in the Company). Upon distribution of Properties to the Class B Members, any management agreements between GGPLP, GG Properties or any Affiliate of either of them shall terminate without further action except for the provisions thereof which expressly survive the termination thereof. During the period prior to the distribution, the risk of casualty, damage or condemnation or oth...
Sample 1
Distribution of Properties. With respect to any interest in Partnership properties distributed in-kind, such interest will be distributed subject to any agreements with respect to such properties.
Sample 1
Distribution of Properties. (a) If the Class A Members elect to distribute certain of the Company's Properties or the Company's direct or indirect interests therein (together with associated liabilities) pursuant to Section 11.5 hereof, the Company's Properties (together with associated liabilities) shall be divided among the Class A Members, on the one hand, and the Class B Members, on the other hand, by having each select Properties on an alternating one-by-one basis (with the Class B Members being entitled to the first selection) until either the Class A Members or the Class B Members have selected Properties having a Dissolution Value equal to their Proportionate Share of the Dissolution Value of all of the Company's Properties with any remaining Properties going to the other party or parties. (b) The "Dissolution Value of a Property" shall be the Value of the Property, determined in accordance with Section 9.3 above, plus the book value of the Other Assets as of the date of distribution (including Cash Reserves and other non-operating assets) that are attributable or allocable to such Property less the Liabilities as of the date of distribution (including corporate level liabilities) that are associated with or allocable to such
Sample 1
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Related to Distribution of Properties

  • Distribution of Property In the event it becomes necessary in connection with the liquidation of the Company to make a distribution of Property in-kind, subject to the priority set forth in Section 11.02, the liquidating trustee shall have the right to compel each Member to accept a distribution of any Property in-kind (with such Property, as a percentage of the total liquidating distributions to such Member, corresponding as nearly as possible to such Member’s Percentage Interest), with such distribution being based upon the amount of cash that would be distributed to such Members if such Property were sold for an amount of cash equal to the fair market value of such Property, as determined by the liquidating trustee in good faith, subject to the last sentence of Section 5.03(d).

  • Operation of Properties The Borrower will and will cause each Subsidiary to operate its Properties or cause such Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.

  • Operation of Property (a) Borrower shall not cause or permit Mortgage Borrower to, without Lender’s prior consent: (i) surrender, terminate or cancel (or permit to be surrendered, terminated or canceled) any of the Operating Leases (other than in connection with a sale and release of an Individual Property permitted hereunder), or exercise any remedies under any of the Operating Leases; (ii) reduce or consent to the reduction of (or permit the reduction or the consent to the reduction) of the term of any of the Operating Leases or any Operating Lease Guaranty; (iii) decrease or consent to any decrease (or permit to be decreased or the consent to the decrease) of the amount of any rent or other charges payable under any of the Operating Leases; (iv) Transfer, convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant an option or options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, whether or not for consideration) the Properties or any collateral for the Mortgage Loan (or permit Operating Company to do so), in each case without the prior written consent of Lender or except as expressly permitted in Section 5.1.20 or Section 5.2.10, or (v) otherwise modify, change, supplement, alter or amend, or waive or release (or permit to be modified, changed, supplemented, altered, amended, waived or released) any of the rights and remedies of Borrower, Mortgage Borrower or any Operating Company under any of the Operating Leases in any material respect or any Operating Lease Guaranty (provided that Lender shall not unreasonably withhold its consent to any modification, change, supplement, alteration, amendment, waiver or release of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document). (b) During the continuance of an Event of Default, Borrower shall not exercise (and shall not cause or permit Mortgage Borrower to exercise) any rights, make any decisions, grant any approvals or otherwise take any action under any Operating Lease, Operating Lease Guaranty or any Management Agreement without, in each instance, the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion.

  • Acquisition of Property The Contractor shall document that all property was acquired consistent with its engineering, production planning, and property control operations.

  • Distribution of Proceeds In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies; (b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

  • Disposition of Property Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business; (b) the Disposition of inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6; (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor; (e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness; (f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower; (g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower; (h) the Dispositions listed on Schedule 7.5(h); (i) Dispositions of properties subject to condemnation, eminent domain or taking; (j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property; (k) dispositions or use of cash and Cash Equivalents in the ordinary course of business; (l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and (m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof; (n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction; (o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9; (p) Dispositions of minority interests in joint ventures; and (q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).

  • Distribution of Profits Any and all net income accruing to the Joint Venture shall be distributed equally to the Parties.

  • Maintenance of Properties (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

  • Treatment of Property All property purchased or furnished by DSHS for use by the Contractor during this Contract term shall remain with DSHS. Title to all property purchased or furnished by the Contractor for which the Contractor is entitled to reimbursement by DSHS under this Contract shall pass to and vest in DSHS. The Contractor shall protect, maintain, and insure all DSHS property in its possession against loss or damage and shall return DSHS property to DSHS upon Contract termination or expiration.

  • Condition of Properties All facilities, machinery, equipment, fixtures and other properties owned, leased or used by the Company are in reasonably good operating condition and repair, subject to ordinary wear and tear, and are adequate and sufficient for the Company’s business.

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