Noncash Assets Sample Clauses

Noncash Assets. Every reasonable effort shall be made to dispose of the assets of the Partnership so that all distributions may be made to the Partners in cash. Notwithstanding the foregoing, the Partners agree that, in the event of liquidation, the Partner that or whose Affiliates contributed particular patents, patent applications, trademarks and trade names to the Partnership (or whose predecessor in interest made such contributions), if any, shall be given the right of first refusal to reacquire such patents, patent applications, trademarks or trade names as it so desires by payment to the Partnership of an amount equal to the then current net asset value on the books of the Partnership of such patents, patent applications, trademarks or trade names. If the Partnership makes distributions in kind to the Partners in connection with the liquidation of the Partnership, for purposes of determining the Capital Account balances of the Partners, the Partnership shall be deemed to have sold the assets to be distributed in kind to a third party for cash at the fair market value thereof as determined (i) by an investment banking firm (including any successor) listed on Schedule 10.4(d) hereto selected by the Nondefaulting Partner or the Nonwithdrawing Partner, as the case may be, if the termination and liquidation of the Partnership results from an LP Event of Default or an LP Event of Withdrawal, and (ii) in all other cases, by unanimous agreement of all Partners (or if such Partners cannot so agree, as determined by a nationally recognized investment bank or appraiser unanimously selected by all Partners). Any license or other agreement permitting the Partnership to use the name "Weatxxxxxxx" xxall terminate automatically upon dissolution of the Partnership.
Sample 1
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Noncash Assets. Every reasonable effort shall be made to dispose of the assets of the Company so that distribution may be made to the Parties in cash. In the case of any assets the Company might have at the time of dissolution in the form of intangible intellectual property, works in process, notes, or other noncash assets, the same shall be distributed in kind to the Parties in lieu of cash proportionate to their right to receive the assets of the Company on an equitable basis reflecting the net fair market value of the assets so distributed.
Sample 1
Noncash Assets. Every reasonable effort shall be made to dispose of the assets of the Company so that the distribution may be made to the Members in cash. If, at the time of the termination of the Company, the Company owns any assets in the form of work in progress, notes, deeds of trust or other noncash assets, such assets, if any, shall be distributed in kind to the Members, in lieu of cash, proportionately to their right to receive the assets of the Company on an equitable basis reflecting the net fair market value of the assets so distributed, which net fair market value shall be determined by appraisal in accordance with Article IX.
Sample 1

Related to Noncash Assets

  • Investment Assets Those assets of the Fund as the Advisor and the Fund shall specify in writing, from time to time, including cash, stocks, bonds and other securities that the Advisor deposits with the Custodian and places under the investment supervision of the Sub-Advisor, together with any assets that are added at a subsequent date or which are received as a result of the sale, exchange or transfer of such Investment Assets.

  • Cash and Cash Equivalents As of any date of determination, the sum of (a) the aggregate amount of unrestricted cash then actually held by the Borrower or any of its Subsidiaries, (b) the aggregate amount of unrestricted cash equivalents (valued at fair market value) then held by the Borrower or any of its Subsidiaries and (c) the aggregate amount of cash then actually held by the Borrower or any of its Subsidiaries in the form of tenant security deposits, but only to the extent such tenant security deposits are included as a liability on the Borrower’s Consolidated balance sheet, escrows and reserves. As used in this definition, (i) “unrestricted” means the specified asset is not subject to any Liens in favor of any Person, and (ii) “cash equivalents” means that such asset has a liquid, par value in cash and is convertible to cash on demand. Notwithstanding anything contained herein to the contrary, the term Cash and Cash Equivalents shall not include the Loan. CERCLA. See §7.18.

  • Fixed Assets 10 Section 2.11. Leases................................................. 10 Section 2.12. Change in Financial Condition and Assets............... 11 Section 2.13.

  • Commingling Assets The assets of your IRA cannot be commingled with other property except in a common trust fund or common investment fund.

  • Assets The School shall maintain a complete and current inventory of all of its property and shall update the inventory annually. The School shall take all necessary precautions to safeguard assets acquired with public funds.

  • Dispositions of Assets or Subsidiaries Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including without limitation any sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests) (collectively, any such transaction, a “Disposition”), except: (i) Dispositions involving the sale of inventory or investments in the ordinary course of business or the lease or license of goods or intellectual property in the ordinary course of business; (ii) any Disposition of assets (including without limitation intellectual property) in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s or such Unregulated Subsidiary’s business; (iii) Dispositions (a) by a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (iv) any Disposition of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; (v) the issuance of shares of capital stock of the Borrower, and the issuance of shares of capital stock of (a) a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (vi) any Disposition of assets or capital stock of any Inactive Subsidiary of the Borrower; (vii) Dispositions also constituting (a) Investments permitted under Section 8.2.4 [Loans or Investments], (b) Restricted Payments permitted under Section 8.2.13 [Restricted Payments], or (c) transactions permitted under clauses (i) or (ii) of Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions]; (viii) any Disposition of assets or capital stock of any Project Subsidiary, provided that (a) the Loan Parties are simultaneously released from any recourse Indebtedness related to such Project Subsidiary, and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such Disposition; (ix) any Permitted Wind/Solar Transaction, so long as the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such transaction, or any other Off-Balance Sheet Financing permitted by Section 8.

  • Total Assets Based on total assets at period end. Used primarily to allocate costs associated with the oversight and safeguarding of corporate assets. This would include services provided by financial management and certain finance functions, among others. Also used when the services provided are driven by the relative size and complexity of the System Companies and there is no functional relationship between the services and any other available allocation formula. Based on the number of bank accounts at period end. Used for the allocation of costs associated with daily cash management activities.

  • Remaining Assets In the event that the School closes, the School shall return any remaining public assets to the State, provided that any outstanding obligations of the School are fulfilled first pursuant to Sec. 302D-19, HRS.

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Cash Equivalents As of any date, (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one year from such date, (ii) time deposits and certificates of deposits having maturities of not more than one year from such date and issued by any domestic commercial bank having, (A) senior long term unsecured debt rated at least A or the equivalent thereof by S&P or A2 or the equivalent thereof by Xxxxx’x and (B) capital and surplus in excess of $100,000,000.00; (iii) commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Xxxxx’x and in either case maturing within one hundred twenty (120) days from such date, and (iv) shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P or at least Aaa or the equivalent thereof by Xxxxx’x.

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