Equipment and Leases Sample Clauses

Equipment and Leases. (a) Prior to the date of each transfer of any Leases and Equipment in accordance with Sections 1.01 and 1.02, respectively, the Transferor purchased each item of Equipment from either (i) the manufacturer or other supplier following receipt of an invoice from such manufacturer or supplier or (ii) a Lessee following confirmation that such item of Equipment was on such Lessee's premises. The Transferor has paid in full, to the manufacturer or supplier or Lessee, as the case may be, the purchase price and any related charges in connection with the acquisition of the Equipment. The transfer to the Issuer of the Leases and all of the Transferor's right, title and interest in each item of Equipment does not violate the terms or provisions of any Lease or any other agreement to which the Transferor is a party or by which it is bound. (b) Upon completion of the transfer described in Article I hereof, the Issuer will (i) be the legal owner of the Leases (including the right to receive all payments due or to become due thereunder), (ii) have good title to each item of the Equipment subject to any Lease other than a Nominal Buy-Out Lease (or other finance lease), (iii) have a valid security interest in each item of Equipment subject to any Lease other than a Nominal Buy-Out Lease (or other finance lease) and (iv) have a perfected security interest in each item of Equipment with a purchase price in excess of $25,000 subject to a Nominal Buy-Out Lease (or other finance lease). At such time, the Leases (including the right to receive all payments due or to become due thereunder) and the Transferor's interest in the Equipment will be free and clear of all Liens other than the rights of each Lessee under the Lease to which such Lessee is a party and the Lien created by the Indenture; and there will be no delinquent taxes or other outstanding charges affecting the Equipment which are or may be Liens prior to, or equal or coordinate with, the Lien of the Trustee under the Indenture. (c) At the time of each transfer of a Lease hereunder, each such Lease (i) is or will be a triple-net lease, (ii) is or will be a legal, valid and binding full recourse obligation of the Lessee thereunder, enforceable by the Issuer (and by the Trustee as assignee of the Issuer) against such Lessee in accordance with the terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' ri...
Sample 1See All (10)
Equipment and Leases. (a) Prior to the date of each contribution and transfer of any Leases and each contribution and transfer or grant of a security interest in the related Equipment in accordance with Sections 1.01 and 1.02, the Originator purchased each item of Equipment from the manufacturer or other supplier. The Originator has paid in full, to the manufacturer or supplier, as the case may be, the purchase price and any related charges in connection with the acquisition of the Equipment. The contribution to the Seller and the concurrent contribution to the Issuer of the Leases, the contribution of all of the Originator's right, title and interest in each item of Equipment to the Seller and the grant of a security interest in the Seller's interests in each item of Equipment to the Issuer, do not violate the terms or provisions of any Lease or any other agreement to which the Originator is a party or by which it is bound. (b) Immediately prior to the completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02 (a) the Originator will (i) be the legal owner of the Leases (including all Related Interests) and (ii) have good title to each item of Equipment. Upon completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02(a) and the grant of the security interest described in Section 1.02(b), (i) the Issuer will be the legal owner of the related Leases (including all Related Interests), (ii) the Seller will have good title to each item of related Equipment, and (iii) the Issuer will have a valid security interest in all of the Seller's right, title and interest in and to each item of related Equipment. (c) At the time of each transfer of a Lease hereunder, (A) each such Lease (i) will be a triple-net lease (i.e., pursuant to which the Lessee is unconditionally responsible for the payment of insurance, maintenance and taxes with respect to the Equipment subject to the Lease); (ii) will be a legal, valid and binding full recourse obligation of the Lessee thereunder, enforceable by the Issuer (and by the Trustee as assignee of the Issuer) against such Lessee in accordance with the terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights and by general equity principles; (iii) provides that it is noncancellable by the Lessee; and (iv) will be in full force and effect; (B) any and all requirement...
Sample 1See All (9)
Equipment and Leases. 6 2.05 Payments. ...........................................................10 2.06 Full Disclosure. ....................................................10 2.07 Pending Litigation. .................................................11 2.08 Title to Leases and Equipment. ......................................11 2.09 Transactions Legal and Authorized. ..................................11 2.10
Sample 1See All (8)
Equipment and Leases. (a) Prior to the date of each transfer of any Leases and contribution of Equipment in accordance with Sections 1.01 and 1.03, respectively, the Seller purchased each item of Equipment from either (i) the manufacturer or other supplier following receipt of an invoice from such manufacturer or supplier or (ii) a Lessee following confirmation that such item of Equipment was on such Lessee's premises. The Seller has paid in full, to the manufacturer or supplier or Lessee, as the case may be, the purchase price and any related charges in connection with the acquisition of the Equipment. The sale to the Company of the Leases and all of the Seller's right, title and interest in each item of Equipment does not violate the terms or provisions of any Lease or any other agreement to which the Seller is a party or by which it is bound.
Sample 1Sample 2Sample 3See All (4)

Related to Equipment and Leases

  • Equipment and Property A. The Grantee must ensure equipment with a per-unit cost of $5,000 or greater purchased with grant funds under this award is used solely for the purpose of this Grant or is properly pro-rated for use under this Grant. Grantee must have control systems to prevent loss, damage, or theft of property funded under this Grant. Grantee shall maintain equipment management and inventory procedures for equipment, whether acquired in part or whole with grant funds, until disposition occurs. B. When equipment acquired by Grantee under this Grant Agreement is no longer needed for the original project or for other activities currently supported by System Agency, the Grantee must properly dispose of the equipment pursuant to 2 CFR and/or TxGMS, as applicable. Upon termination of this Grant Agreement, use and disposal of equipment by the Grantee shall conform with TxGMS requirements. C. Grantee shall initiate the purchase of all equipment approved in writing by the System Agency in accordance with the schedule approved by System Agency, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Grant Agreement must be submitted to the assigned System Agency contract manager. D. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Controlled Assets are considered supplies. E. System Agency funds must not be used to purchase buildings or real property without prior written approval from System Agency. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval.

  • Equipment; Leasehold (a) All material items of equipment and other tangible assets owned by or leased to the Company are adequate for the uses to which they are being put, are in good condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the Company's business in the manner in which such business is currently being conducted. (b) The Company does not own any real property or any interest in real property, except for the leasehold created under the real property lease identified in Part 2.10 of the Disclosure Schedule.

  • Properties and Leases Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances, claims and defects that would affect the value thereof or interfere with the use made or to be made thereof by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them.

  • Plant and Equipment The plants, structures and equipment of the Company are structurally sound with no known defects and are in good operating condition and repair and are adequate for the uses to which they are being put; and none of such plants, structures or equipment are in need of maintenance or repairs except for ordinary, routine maintenance and repairs which are not material in nature or cost. Except as set forth in Schedule 3.16, the Company has not received notification that it is in violation of any applicable building, zoning, anti-pollution, health or other law, ordinance or regulation in respect of its plants or structures or their operations and no such violation exists.

  • PURCHASE OF EQUIPMENT AND PERSONAL PROPERTY For valuable consideration, the sum of $1.00, receipt of which is acknowledged, Xxxxxx agrees to quitclaim, transfer, sell, waive and release any interest it has or may have, including as the beneficiary of any trust interest created by the provisions of The Book of Discipline of The United Methodist Church, and Xxxxx agrees to accept all of Seller’s title and interest, if any, in and to all of the properties and assets held by Friendship United Methodist Church and relating to the Conference’s claim for itself, or on behalf of The United Methodist Church, of any beneficial right of any kind, including all proprietary rights and privileges of any kind or nature, whether arising by operation of law, trust, contract, property or other means to all tangible personal property owned as of the date of this Bill of Sale in the name of Friendship United Methodist Church (including, without limitation, cash, bank accounts, accounts and notes receivable, deposits, prepaid items, contents, furnishings, equipment, tools, furniture, leasehold improvements, computer software, permits, licenses, authorizations, books, records, papers, securities, funds, goodwill, contracts, and other intangibles (hereinafter collectively, the "Personal Property") on the terms and conditions set forth in this Bill of Sale.

  • Personal Property Leases Schedule 5.13 contains a brief description of each lease or other agreement or right, whether written or oral (including in each case the monthly rental, the expiration date thereof and a brief description of the property covered), under which Seller is lessee of, or holds or operates, any machinery, equipment, vehicle or other tangible personal property owned by a third Person and used in or relating to the Business.

  • Maintenance of Properties and Leases Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties useful or necessary to its business, and from time to time, such Loan Party will make or cause to be made all appropriate repairs, renewals or replacements thereof.

  • Contracts and Leases Schedule 4.10 sets forth a true and complete list of all Leases and executory Contracts of the Company that are material to the Business, and Sellers have delivered to Buyer true and complete copies of all such Leases and Contracts, each as amended as of the Agreement Date (the “Material Contracts”). Subject to receipt of the Necessary Consents and compliance with Section 6.10 and subject to the entry of the Sale Order, and any ancillary orders of the Bankruptcy Court pertaining to assumption and assignment of Contracts (a) each of the Material Contracts is in full force and effect and constitutes a valid and binding obligation of the Company or Sellers, and, to the Knowledge of Sellers, each other party thereto, and (b) except as a result of the commencement of the Bankruptcy Cases, the Company or Sellers are not in breach or default in any material respect under any of the Material Contracts and, to the Knowledge of Sellers, the other parties to such Contracts are not in breach or default in any material respect thereunder (and in each such case, to the Knowledge of Sellers, no event exists that with the passage of time or the giving of notice would constitute such material breach or default in any material respect, result in a loss of material rights, result in the payment of any damages or penalties or result in the creation of any Liens thereunder or pursuant thereto other than Permitted Liens); except (i) for those defaults that will be cured in accordance with the Sale Order, are not required to be cured pursuant to section 365(b)(1)(A) of the Bankruptcy Code, or waived in accordance with section 365 of the Bankruptcy Code, or (ii) to the extent such breach or default would not reasonably be expected to have a Seller Material Adverse Effect. Except for filings in the Chapter 11 Cases, to Sellers’ Knowledge, none of the Material Contracts have been cancelled or otherwise terminated by the Company or Sellers, and neither the Company nor Sellers have not delivered any written notice to any counterparty to such Material Contract regarding any such cancellation or termination by the Company or Sellers.

  • Equipment and Facilities For On-Site Courses, you will supply the facility and equipment as set forth at xxx.xxxxxx.xxx/xxxxxxxx/xxxxxxxxx/xxxxxxxxxxxx.xxxx. If Red Hat agrees to provide the training facilities and hardware, you will be liable for any loss or destruction of this equipment and hardware used in connection with the Training.

  • Real Property Leases (a) The Seller does not own any real property. (b) The leases, licenses and subleases listed on Schedule 3.8(b) (collectively, the “Leases”) constitute all of the current leases, licenses or subleases for the use or occupancy of real property by or from the Seller (the “Seller Leased Real Property”). (c) With respect to each such Lease: (i) the Seller is not in breach or in default in any material respect thereof, and to the Knowledge of the Seller, no other Person that is a party to any such Lease is in breach or default in any material respect thereunder; (ii) each of the Leases constitutes the legal and binding obligations of the Seller, and to the Knowledge of the Seller, any other Person that is a party thereto in accordance with its terms; (iii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or caused any Lien or Encumbrance (other than any Permitted Encumbrance) to exist with respect to any interest of the Seller in such Lease; (iv) the Seller has not received notice of any non-compliance with current zoning or land use Laws or of any pending condemnation or similar proceeding affecting such Seller Leased Real Property or any portion thereof, and, to the Knowledge of the Seller, no such action is presently threatened; (v) the Seller is entitled to the right of quiet enjoyment of each parcel of Seller Leased Real Property and is in peaceful and undisturbed possession of the Seller Leased Real Property, and the Seller has not received notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Seller Leased Real Property for the purposes for which it is currently being used; (vi) the Seller Leased Real Property and any buildings, structures, improvements and fixtures thereon constitute the only real property, improvements and fixtures used by the Seller and are adequate for the conduct of the Business as it currently is conducted; (vii) the Seller has delivered to Buyer true, correct and complete copies of all of the Leases, including all amendments, modifications and changes thereto, and any assignments thereof; and (viii) the Seller has not granted any license, lease or sublease to use or occupy the Seller Leased Real Property.