Facility Assets Sample Clauses

Facility Assets. (a) Except as set forth on Schedule 3.14, GB either (i) is the legal and beneficial owner of, and possesses good and marketable title in and to, or (ii) has a valid leasehold interest in and to, all of the Facility Assets, in each case free and clear of any Lien, other than Permitted Liens. (b) The Facility Assets consisting of buildings, structures, facilities or other improvements, fixtures, and tangible personal property are, in all material respects, in good operating condition and in a state of good maintenance and repair in accordance with normal industry practice, ordinary wear and tear excepted. (c) The Facility Assets are sufficient, in all material respects, for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as conducted as of January 1, 2020.
Sample 1
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Facility Assets. 7 3.1. Reservation of Title..................... 7 3.2. Separation of Title...................... 8 Section 4. Term of Ground Lease..................... 8 4.1. Ground Lease Term........................ 8 4.2. [Intentionally Omitted].................. 8 4.3. Ground Lessor's Bankruptcy............... 8 Section 5. Rent..................................... 9 5.1. Ground Lease Primary Rent................ 9 5.2.
Sample 1
Facility Assets. If and to the extent good and marketable title to the Facility Assets was conveyed to the Owner Trustee pursuant to the PGE Xxxx of Sale and the PGE Assets Sales Agreement, then Transferor is the sole owner of such Facility Assets and, at the Closing, will transfer such Facility Assets to Transferee free and clear of all Transferor Liens, other than Permitted Liens and, with respect to interests in real property comprising the Facility Assets, Permitted Encumbrances.
Sample 1
Facility Assets. Schedule 3.3(a) (with respect to the Premises), Schedule 3.3(c) (with respect to the Fixtures and Equipment), Schedule 3.3(d) (with respect to the Books and Records), Schedule 3.3(e) (with respect to the Transferred Permits), Schedule 3.3(f) (with respect to the Intellectual Property Assets), Schedule 3.3(g) (with respect to the Supplies), Schedule 3.3(h) (with respect to Transmission Assets), and Schedule 3.3(i) (with respect to the Warranties) contain a true and complete listing of Buyer’s Facility Ownership Interests in and to the Facility Assets. The Fixtures and Equipment are in good repair and operating condition, ordinary wear and tear excepted, and are suitable for continued use in the ordinary course of the Business.
Sample 1
Facility Assets. If, at any time during the Term, Seller intends to sell the assets comprising all or substantially all of the Facility (the “Facility Assets”) to a person or entity that is not an Affiliate of Seller, Seller shall first offer the Facility Assets to Buyer. Seller’s offer to the Buyer shall set forth, in writing and in reasonable detail, substantially similar terms and conditions of the offer being proposed by the Seller to the other person or entity. Seller shall promptly answer any questions that Buyer may have concerning the offered terms and conditions and shall meet with Buyer to discuss the offer.
Sample 1
Facility Assets. All Facility Assets (including but not limited any and all cash and accounts receivables) existing as of the effective date of termination, including property acquired by Pacer, or any of its affiliates or subsidiaries, after the Transfer Date; and
Sample 1
Facility Assets. Upon the terms and subject to the conditions of --------------- this Lease, the Lessor agrees to lease and hereby leases the Facility Assets to the Lessee, and the Lessee agrees to lease and hereby leases the Facility Assets from the Lessor, for the Basic Lease Term and, subject to the exercise by the Lessee of its renewal option or options as provided in Section 5, the Renewal Term or Renewal Terms.
Sample 1
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Related to Facility Assets

  • Facility Operations V. FACILITY OPERATION MON TUES WED THURS FRI SAT SUN A. Hours facility is open to public and employees 6A- 5:30P 6A -5:30P 6A -5:30P 6A -5:30P 6A -5:30P Closed Closed B. Hours facility is open to public and employees

  • Facility Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time, the aggregate principal amount of Shelf Notes stated in Section 1.2, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.

  • Banking Facilities Schedule 3.25 sets forth a complete and correct list of: (a) each bank, savings and loan or similar financial institution in which the Company or any of its Subsidiaries has an account or safety deposit box and the numbers of such accounts or safety deposit boxes maintained thereat; and (b) the names of all persons authorized to draw on each such account or to have access to any such safety deposit box, together with a description of the authority (and conditions thereto, if any) of each person with respect thereto.

  • Facility Use The Employer shall allow individuals the use of gender- segregated facilities, such as restrooms, locker rooms, and dressing rooms that are consistent with that individual's gender expression or gender identity. In such facilities where undressing in the presence of others occurs, the Employer shall allow access to and use of a facility consistent with that individual's gender expression or gender identity.

  • School Facilities 0000 X 00xx X, Xxxxx Xxxxx, XX 00000. The School shall provide reasonable notification to the Authorizer of any change in the location of its facilities.

  • Existing Facilities Each of the Existing Facilities shall be repaid in full and terminated and all collateral security therefor shall be released, and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release.

  • Loan Facility Upon a request by the Borrower pursuant to Section 2.02, and on the terms and subject to the conditions hereinafter set forth, the Conduit Lenders, ratably, in accordance with the aggregate of the Commitments of the Related Committed Lenders with respect to each such Conduit Lender, severally and not jointly, may, in their sole discretion, make Loans to the Borrower on a revolving basis, and if and to the extent any Conduit Lender does not make any such requested Loan or if any Group does not include a Conduit Lender, the Related Committed Lender(s) for such Conduit Lender or the Committed Lender for such Group, as the case may be, shall, ratably in accordance with their respective Commitments, severally and not jointly, make such Loans to the Borrower, in either case, from time to time during the period from the Closing Date to the Termination Date. Under no circumstances shall any Lender be obligated to make any such Loan if, after giving effect to such Loan: (i) the Aggregate Capital would exceed the Facility Limit at such time; (ii) the sum of (A) the Capital of such Lender, plus (B) the aggregate outstanding Capital of each other Lender in its Group, would exceed the Group Commitment of such Lender’s Group; (iii) if such Lender is a Committed Lender, the aggregate outstanding Capital of such Committed Lender would exceed its Commitment; or (iv) the Aggregate Capital would exceed the Borrowing Base at such time.

  • Capital Equipment Collaborator’s commitment, if any, to provide ICD with capital equipment to enable the research and development activities under the Research Plan appears in Appendix B. If Collaborator transfers to ICD the capital equipment or provides funds for ICD to purchase it, then ICD will own the equipment. If Collaborator loans capital equipment to ICD for use during the CRADA, Collaborator will be responsible for paying all costs and fees associated with the transport, installation, maintenance, repair, removal, or disposal of the equipment, and ICD will not be liable for any damage to the equipment.

  • Production Proceeds Notwithstanding that, by the terms of the various Mortgages, certain Guarantors and Borrower are and will be assigning to Administrative Agent and Lenders all of the “Production Proceeds” (as defined therein) accruing to the property covered thereby, so long as no Event of Default has occurred such Loan Parties may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the Mortgages, which Liens are hereby affirmed and ratified. Upon the occurrence of an Event of Default, Administrative Agent and Lenders may exercise all rights and remedies granted under the Mortgages, including the right to obtain possession of all Production Proceeds then held by Loan Parties or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent or Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights under the Mortgages, nor shall any release of any Production Proceeds by Administrative Agent or Lenders to Loan Parties constitute a waiver, remission, or release of any other Production Proceeds or of any rights of Administrative Agent or Lenders to collect other Production Proceeds thereafter.

  • Refinancing Facilities (a) On one or more occasions after the Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) shall be in an aggregate principal amount that is (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.

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