Library Tangible Assets Sample Clauses

Library Tangible Assets. (a) An original negative or master of each of the Library Pictures currently being Exploited has been properly stored, in each case in accordance with standards customarily applied by major theatrical, television and home video distributors, as applicable, or the Target Company has access to printable elements of such Library Pictures. Such original negatives, masters or printable elements are, in all material respects, in a commercially reasonable 62 condition. Schedule 5.23(a) sets forth, as of the date hereof, a list, which is true and complete in all material respects, of the physical locations of such original negatives, masters, or printable elements, and to the extent such physical locations are owned or controlled by third parties, the Target Companies are party to customary access agreements.
Sample 1
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Library Tangible Assets. An original master of each of the Library Properties is in a commercially reasonable condition and all such original masters that currently exist are included in the Library Tangible Assets. SCHEDULE 2.13 sets forth a list, which is true, accurate and complete in all material respects, of the physical location of the Library Properties.
Sample 1
Library Tangible Assets. Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus: (i) an original negative or master of each of the titles in the Library Content currently being Exploited has been properly stored, in each case in accordance with standards customarily applied by major theatrical, television and home video distributors, as applicable, or the Company or any of its subsidiaries has access to printable elements of such Library Content, (ii) such original negatives, masters or printable elements are in a commercially reasonable condition, (iii) to the extent the physical locations of such original negatives, masters, or printable elements are owned or controlled by third parties and the Company is not the owner of such elements, the Company or one or more of its subsidiaries are party to customary access agreements; and, except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, the Library Tangible Assets (as defined below) for the Library Content are stored and maintained in accordance with standard industry practices for the use and preservation of such materials, and the Companies and its subsidiaries have customary access thereto sufficient to Exploit the Library Content, except, in each case, for such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Library Tangible Assets” means all film, videotape, electronic disk and sound elements of, or relating to, the Library Content, including prints, negatives, duplicating negatives, fine grains, music and sound effects tracks, master tapes and other duplicating materials of any kind, all various language dubbed and titled versions, and existing trims, tabs, outtakes and drawings, including any of the foregoing in the possession, custody or control of the Company or any of its subsidiaries, or in the possession of their respective assigns or any film laboratories, storage facilities or other persons.
Sample 1
Library Tangible Assets. An original negative and soundtrack, or videotape master (or, with respect to Works in Progress, film materials created as of the date hereof) of each of the Library Film Properties has been properly stored. Each negative and soundtrack within the Library Film Properties is free of cracks, tears, scratches or abrasions, and all splices in each such negative are sound and secure and transparent when viewed by transmitted light. An original negative and soundtrack of each of the Library Pictures may be used for the purpose of making a first class, fine grain print and a first class, fine grain production master. Each videotape master within the Library Film Properties is free of physical damage including, but not limited to, flaking, tearing, oxide loss and shedding, and may be used for the purpose of creating a first class videotape
Sample 1

Related to Library Tangible Assets

  • Net Tangible Assets Acquiror shall have at least five million one dollars ($5,000,001) of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the Offer.

  • Tangible Assets The Target owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent), has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used and presently is proposed to be used.

  • Intangible Assets 4,912 Other assets........................................................... 113,928 Total assets........................................................... 6,920,723 CONTINUED ON NEXT PAGE

  • Title to Tangible Assets The Company and its Subsidiaries have good title to their properties and assets and good title to all their leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than or resulting from taxes which have not yet become delinquent and minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company and its Subsidiaries and which have not arisen otherwise than in the ordinary course of business.

  • Condition of Tangible Assets All buildings, structures, facilities, equipment and other material items of tangible property and assets included in the Assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations relating to their construction, use and operation.

  • Tangible Property (i) mechanical systems, fixtures and equipment comprising a part of or attached to or located upon the Improvements,

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Consolidated Tangible Net Worth (i) The net worth of Seller and its consolidated subsidiaries, on a combined basis, determined in accordance with GAAP, minus (ii) all intangibles determined in accordance with GAAP (including goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from affiliates; provided, however, that the non-cash effect (gain or loss) of any xxxx-to-market adjustments made directly to stockholders’ equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Consolidated Tangible Net Worth.

  • Eligible Assets The Fund shall only make investments in the Eligible Assets as described on Exhibit B, as amended from time to time with the prior written consent of Xxxxx Fargo, in accordance with the Fund’s investment objectives and the investment policies set forth in the Offering Memorandum, as such investment objectives and investment policies may be modified in accordance with the 1940 Act and applicable law and, if applicable, the Related Documents.

  • Intangible Property (i) Section 5.1(o) of the Disclosure Statement sets forth a list of each patent, trademark, trade name, service xxxx, brand xxxx, brand name, industrial design and copyright owned or used in business by the Company and the Subsidiary, as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively with any other intellectual property owned or used in the business by the Company and the Subsidiary, and all of the goodwill associated therewith, the "Intangible Property") and indicates, with respect to each item of Intangible Property listed thereon, the owner thereof and if applicable, the name of the licensor and licensee thereof and the terms of such license or other contract relating thereto. Except as set forth in Section 5.1(n) or (o) of the Disclosure Schedule or the Company SEC Reports, each of the foregoing is owned free and clear of any and all liens, mortgages, pledges, security interests, levies, charges, options or any other encumbrances, restrictions or limitations of any kind whatsoever and neither the Company nor the Subsidiary has received any notice to the effect that any other entity has any claim of ownership with respect thereto. To the best knowledge of the Company, the use of the foregoing by the Company and the Subsidiary does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service xxxx, brand xxxx, brand name, computer program, industrial design, copyright or any pending application therefor of any other entity. Except as set forth in Section 5.1(o) of the Disclosure Schedule, no claims have been made, and neither the Company nor the Subsidiary has received any notice that any of the foregoing is invalid, conflicts with the asserted rights of other entities, or has not been used or enforced (or has failed to be used or enforced) in a manner that would result in the abandonment, cancellation or unenforceability of any item of the Intangible Property.

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