Equipment and Other Tangible Sample Clauses

Equipment and Other Tangible. Personal Property 2.1(d) Contracts of the Business 2.1(f) Permits 2.1(g) Intellectual Property 2.1(j) Prepaid Expenses 2.1(k)(i) Software 2.1(k)(ii) Third Party Software Licenses 2.1(l) Other Intangible Assets 2.2 Excluded Assets 2.3 Assumed Contracts and Permits 4.3 Consents and Approvals 4.4 Financial Statements 4.5 Title to Assets and Related Matters 4.6 Real Property 4.7 Certain Personal Property 4.8 Personal Property Leases 4.10 Product Warranties and Price Guarantees 4.11 Liabilities 4.12 Taxes 4.13 Subsidiaries 4.14 Legal Proceedings and Compliance with Law 4.15 Contracts 4.17 Insurance 4.18 Intellectual Property 4.19 Employee Relations 4.20 ERISA 4.22 Customers 4.24 Additional Information 4.25 Transactions with Affiliates ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made as of the 21st day of September, 1998, by and among On Stage Entertainment, Inc., a Nevada corporation ("On Stage"), Casino Resource Corporation, a Minnesota corporation ("CRC"), Country Tonite Enterprises, Inc., a Nevada corporation ("CTE"), and CRC of Branson, Inc., a Missouri corporation ("CRC of Branson", and together with CRC and CTE, the "Selling Entities", and each individually, a "Selling Entity"). Certain other terms are used herein as defined below in Section 1 or elsewhere in this Agreement.
Sample 1Sample 2
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Equipment and Other Tangible. Personal Property 2.1(c) Contracts of the Business 2.1(e) Permits 2.1(f) Intellectual Property 2.1(i) Prepaid Expenses 2.1(j)(i)Software 2.1(j)(ii)Third Party Software Licenses 2.1(k) Other Intangible Assets 2.2 Excluded Assets 4.3 Consents and Approvals 4.4 Financial Statements 4.5 Title to Assets and Related Matters 4.6 Real Property 4.7 Certain Personal Property 4.8 Personal Property Leases 4.9 Inventory 4.10 Product Warranties and Price Guarantees 4.11 Liabilities 4.12 Taxes 4.13 Subsidiaries 4.14(a) Legal Proceedings and Compliance with Law 4.14(b) Environmental Matters 4.14(d) Compliance with Permits 4.15 Contracts 4.17 Insurance 4.18 Intellectual Property 4.19 Employee Relations 4.20 ERISA 4.22 Customers 4.24 Additional Information 4.25 Transactions with Affiliates ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made as of the ____ day of January 2001, by and among Country Tonite Branson, LLC, a Nevada limited liability company ("CTB"), On Stage Entertainment, Inc., a Nevada corporation ("On Stage"), Bounce Back Xxxxxxxxxxxx.xxx, Inc., a Minnesota corporation ("BBT"), Country Tonite Enterprises, Inc., a Nevada corporation ("CTE"), and CRC of Branson, Inc., a Missouri corporation ("CRC of Branson", and together with CTE, the "Selling Entities", and each individually, a "Selling Entity"). Certain other terms are used herein as defined below in Section 1 or elsewhere in this Agreement.
Sample 1
Equipment and Other Tangible. PROPERTY - The equipment, furniture, machinery, vehicles, structures, fixtures and other tangible property related to the Business and included in the Financial Statements, Interim Financial Statements or as listed in the Disclosure Schedule shall, as of the Closing Date, be in all material respects suitable for the purposes for which intended and in good operating condition and repair consistent with normal industry standards, except for reasonable and ordinary wear and tear.
Sample 1

Related to Equipment and Other Tangible

  • Equipment and Other Tangible Property The Company or one of its Subsidiaries owns and has good title to, and has the legal and beneficial ownership of or a valid leasehold interest in or right to use by license or otherwise, all material machinery, equipment and other tangible property reflected on the books of the Company and its Subsidiaries as owned by the Company or one of its Subsidiaries, free and clear of all Liens other than Permitted Liens. All material personal property and leased personal property assets of the Company and its Subsidiaries are structurally sound and in good operating condition and repair (ordinary wear and tear expected) and are suitable for their present use.

  • Taxes and Other Liens Each Related Person shall pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income or upon any of its Property as well as all claims of any kind (including claims for labor, materials, supplies and rent) which, if unpaid, might become a Lien upon any or all of its Property; provided, however, each Related Person shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings diligently conducted by or on behalf of such Related Person and if such Related Person shall have set up reserves therefor adequate under GAAP.

  • Debt and Other Obligations Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively herein as the “Obligations.”

  • Patents and Other Intangible Assets (a) The Company (i) owns or has the right to use, free and clear of all Liens, claims and restrictions, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing used in or necessary for the conduct of its business as now conducted or proposed to be conducted without infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any of the foregoing and (ii) is not obligated or under any liability to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any patent, trademark, service xxxx, trade name, copyright or other intangible asset, with respect to the use thereof or in connection with the conduct of its business or otherwise.

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

  • Income and Other Taxes Except as otherwise expressly stated herein: (i) the BNPP Entities have no obligation or responsibility to Customer with respect to the accounting or reporting of income or other taxes with respect to the execution, delivery and performance of this Agreement, each related agreement and each transaction hereunder or thereunder (for the sake of clarity, including without limitation, with respect to any related margin lending agreement and each related transaction) (each a “Transaction”), including, without limitation, unrelated business taxable income under section 514 of the Code; and (ii) Customer shall alone be responsible for the payment of any and all taxes and related penalties, interests and costs arising from or relating to the Transactions. Customer represents and warrants, on and as of the date hereof and each date any Transaction remains outstanding, that Customer has in place policies and procedures necessary to ensure proper accounting and reporting of any and all taxation of the Customer and/or Accounts in connection with the Transactions.

  • Contracts and Other Collateral The Company shall perform all of its obligations under or with respect to each instrument, receivable, contract and other intangible included in the Pledged Property to which the Company is now or hereafter will be party on a timely basis and in the manner therein required, including, without limitation, this Agreement.

  • Stamp and Other Taxes In addition, the Borrower shall pay any present or future stamp, registration, recordation or documentary taxes or any other similar fees or charges or excise or property taxes, levies of the United States or any state or political subdivision thereof or any applicable foreign jurisdiction which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Loans, the Letters of Credit, the other Loan Documents, or the perfection of any rights or security interest in respect thereto (hereinafter referred to as "Other Taxes").

  • Mechanics' and Other Liens Except for Permitted Encumbrances, the Company shall not suffer or permit any mechanics' or other Liens to be filed or to exist against the Collateral or any payments paid or payable under the Loan Documents, by reason of work, labor, services or materials supplied or claimed to have been supplied to, for or in connection with the Collateral or to the Company, the Director or anyone holding the Collateral or any part thereof through or under the Company. If any such Lien shall at any time be filed, the Company shall, within thirty (30) days after notice of the filing thereof but subject to the right to contest as herein set forth, cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. Notwithstanding the foregoing, the Company shall have the right, at the Company's expense and after written notice to the Director, by appropriate proceeding timely instituted and diligently prosecuted, to contest in good faith the validity or the amount of any such Lien. If, however, the Director shall notify the Company that, in the opinion of Independent Counsel, by nonpayment of any such items the lien, pledge or security interest created by this Security Agreement as to any part of the Collateral will be materially affected or the Collateral or any part thereof will be subject to imminent loss or forfeiture, the Company shall promptly cause such Lien to be discharged of record, as herein provided. Should the Company fail to cause such Lien to be discharged or to contest the validity or amount thereof, within the period aforesaid, then, the Director may, but shall be under no obligation to, discharge the same either by paying the claim or by procuring the discharge of such Lien by making a deposit or obtaining a bond, which advances if any shall be paid by the Company to the Director on demand, together with interest thereon at the Interest Rate for Advances from the date thereof, in addition to all other payments to be made by the Company pursuant to the Loan Documents and shall be subject to and secured by this Security Agreement as additional indebtedness in accordance with the provisions of Section 2.8 hereof.

  • Administrative and Other Services (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).

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