LONG ISLAND ASSETS Sample Clauses

LONG ISLAND ASSETS. For purposes of this Agreement, the "LONG ISLAND ASSETS" shall mean, except as set forth in the following sentence, all of the tangible and intangible assets, real, personal or mixed, that are owned by Long Island or in which it has an ownership interest and that are utilized or are held for use in connection with or are necessary to the business of Long Island, including, without limitation, all lithotripters and other property, plant, and equipment, real property leasehold rights, contract rights (including, without limitation, rights under leases of lithotripters and management agreements with the Lithotripsy Practice and non-competition agreements), telephone numbers, books and records, inventory and supplies, trade names, trademarks, cash, cash equivalents, bank accounts and accounts receivable, and, to the extent permitted by law, all licenses, permits, and authorizations. Notwithstanding the foregoing, the Long Island Assets shall not include assets disposed of from the date hereof until Closing in the ordinary course of business consistent with past practice and otherwise in conformity with the obligations of Long Island under this Agreement, Long Island's Certificate of Formation and Operating Agreement, its qualification to do business in any jurisdiction, taxpayer identification number, minute books, membership interest transfer records and other documents related specifically to such Long Island's limited liability company organization and maintenance, and its membership interest in Downstate (collectively, the "LONG ISLAND EXCLUDED ASSETS").
Sample 1
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Related to LONG ISLAND ASSETS

  • Organization; Powers; Subsidiaries Each of Irish Holdco and its Material Subsidiaries is duly organized or incorporated, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) and all such shares and other equity interests owned by Irish Holdco or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco or such Material Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement), there are no outstanding commitments or other obligations of any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary.

  • Due Incorporation; Good Standing; Corporate Power; Etc The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is a Citizen of the United States and has the full corporate power, authority and legal right under the laws of the State of Delaware to execute and deliver this Note Purchase Agreement and each Financing Agreement to which it will be a party and to carry out the obligations of the Company under this Note Purchase Agreement and each Financing Agreement to which it will be a party;

  • Limited Liability Company Interests Interests in the Company shall be represented by Units, or such other Equity Securities in the Company, or such other Company securities, in each case as the Managing Member may establish in its sole discretion in accordance with the terms hereof. As of the date hereof, the Units are comprised of one Class: “Class A Units”.

  • mean Prudential Securities Incorporated E. The aggregate number of Units referred to in Sections 2.03 and 9.01 of the Basic Agreement is as of the date hereof.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Organization Documents; Good Standing Each of the following documents:

  • Portfolio Securities Portfolio securities of the Issuer may be bought or sold by or through Distributors, and Distributors may participate directly or indirectly in brokerage commissions or "spreads" for transactions in portfolio securities of the Issuer.

  • Registered Agent and Registered Office Principal Place of Business (a) Registered Agent and Registered Office. The name of the registered agent of the Trust and the address of the registered office of the Trust are as set forth on the Certificate of Trust.

  • Organization; Corporate Power It is duly incorporated and validly existing under the laws of the jurisdiction of its organization, and has all necessary power and authority to execute and deliver this Amendment and to consummate the transactions contemplated by the Sponsors' Support Agreement, as amended hereby;

  • Real Property Holding Company The Company is not a real property holding company within the meaning of Section 897 of the Code.

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