Ownership and Condition Sample Clauses

Ownership and Condition. All assets (tangible and intangible, but excluding any Property) used by the Company are legally and beneficially owned by the Company free from any Encumbrance or adverse claim and are in the possession of or under the control of the Company.
Sample 1
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Ownership and Condition. 6.1.1 All fixed assets included in the Accounts or acquired by the Company since the Last Accounts Date (the “Assets”) are set out in Annex 6.1.1 to the Disclosure Letter. The Assets and all other assets included in the Accounts or acquired by the Company since the Last Accounts Date (other than tires and scrap disposed of in the usual way) or used by the Company are: (a) legally and beneficially owned by the Company free from any Encumbrance; (b) where capable of being possessed, in the possession of the Company. 6.1.2 The Company owns all assets used in its Business. 6.1.3 The Company is not a party to, and has no Liability under, any leasing, hire purchase, credit sale, conditional sale or similar agreement. 6.1.4 All plant, machinery, vehicles and equipment owned, leased or used by the Company, including the power plant, are in good condition and have been properly maintained. 6.1.5 All inventories and stock on hand for the Company are in good and marketable condition.
Sample 1
Ownership and Condition. Each of the Distribution Business Assets is, or will at Closing be, the absolute property of Newco or the relevant member of the Newco Group or operated or used under a valid lease or licence, as the case may be, is free from all encumbrances and other Third Party Rights and is in a good state of repair.
Sample 1
Ownership and Condition. 6.1.1 All fixed assets included in the Accounts or acquired by the Company since the Last Accounts Date (the “Assets”) are set out in Annex 6.1.1
Sample 1
Ownership and Condition. (a) All assets (tangible and intangible) used by the Company are legally and beneficially owned by the Company free from any Encumbrance and are, where capable of possession, in the possession of or under the control of the Company. (b) The Company owns all assets (tangible and intangible) which it uses to carry on its business as currently conducted. (c) All equipment owned by the Company is in good working condition (fair wear and tear excepted), and so far as the Sellers are aware complies with appropriate safety regulations. (d) So far as the Sellers are aware all equipment used by the Company is in good working condition (fair wear and tear excepted) and complies with appropriate safety regulations.
Sample 1
Ownership and Condition. Business Assets. The Knockout Assets comprise all of the property and assets of the Knockout Business, and no other person, firm or corporation owns any assets used by Knockout in operating the Knockout Business, whether under a lease, rental agreement or other arrangement, other than as disclosed in Schedules "F" or "I" hereto;
Sample 1
Ownership and Condition. (a) There is no asset of the Company (tangible or intangible) which is not set out in 8.3.4.1 of the Data Room. (b) There are no Encumbrances, nor has the Company agreed to create any Encumbrances, over any part of its undertaking or assets. (c) Each asset used by the Company (tangible or intangible) is: (i) legally and beneficially owned by the Company; and (ii) where capable of possession, in the possession of the Company. (d) The Company owns each asset (whether tangible or intangible) that is necessary for the operation of the Company and/or the Business and, without limitation, no rights relating to the operation of the Company and/or the Business are owned or otherwise enjoyed by or on behalf of any member of the Sellers’ Group (other than rights as shareholders in the Company) or any third party. (e) All plant, machinery, vehicles and equipment used by the Company are in good repair and condition and have been properly maintained (in accordance with appropriate technical specifications, safety regulations and the terms and conditions of any applicable agreements), and none is dangerous, inefficient, obsolete or in need of renewal or replacement. (f) The Company’s asset registers comprise a true and accurate record of all the plant, machinery, equipment, vehicles and other assets owned, possessed or used by it and are not misleading in any way. (g) Maintenance contracts are in force in respect of each of those assets of the Company which it is normal to have maintained by independent or specialist contractors and in respect of each of those assets which the Company is obliged to maintain or repair under a leasing or similar agreement. Those assets have been regularly maintained to a good technical standard and in accordance with: (i) safety regulations required to be observed in relation to them; and (ii) the provisions of any applicable leasing or similar agreement.
Sample 1
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Ownership and Condition. Save as set out in Exhibit 7, the Company is not a party to, or has any liability under, any leasing or hire, hire purchase, credit sale, conditional sale or similar agreement.
Sample 1
Ownership and Condition 
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Related to Ownership and Condition

  • Ownership and Control All components of the Placer County Technology Platform, including voicemail, email messages sent and received, files and records created or placed on any County file server, and all data placed onto or accessed by the County’s computer network including internet access, are and remain either the property of or under the control of Placer County and not the User.

  • OWNERSHIP AND RISK 8.1 Miele remains the owner of the product/s until the price is paid in full to Miele and the product/s have been delivered to the customer. 8.2 The customer must not sell or otherwise deal with the product/s until the price is paid in full to Miele. If the customer purports to do so, the customer will be deemed to hold the proceeds of sale or other realisation (or the amount equal to the outstanding) on trust for Miele. 8.3 Notwithstanding clauses 8.1 and 8 .2, the risk of loss of or damage to the product/s passes to the customer upon delivery. After delivery, the customer is responsible for storing the product/s prior to any installation and is liable for any loss or damage which occurs during such storage.

  • Ownership and Confidentiality 3.1 Ownership. UP42 own all right, title, and interests in and to the PRODUCT, and all rights not expressly granted herein are reserved by UP42. If the PRODUCT or any portion are modified, merged, incorporated, or combined into any software, hardware, or other data, or are converted or translated into another data format, they shall continue to be subject to the rights and obligations of this LICENCE, and UP42 and/or its licensors and suppliers retain ownership of all such PRODUCT and all such portions. Licensee is prohibited from distributing the PRODUCT in any manner except as expressly permitted by this LICENCE. LICENSEE acknowledges and agrees that the foregoing license does not confer on Licensee any right, title or interest in any of UP42’s patents, licenses, trade secrets, trademarks or copyrighted material.

  • Ownership and Rights a. Electronic Access, including any database, any software (including for the avoidance of doubt, Proprietary Software) and any proprietary data, processes, scripts, information, training materials, manuals or documentation made available as part of the Electronic Access (collectively, the “Information”), are the exclusive and confidential property of XXX Xxxxxx xxx/xx XXX Xxxxxx’s suppliers. You may not use or disclose the Information except as expressly authorized by these Terms and Conditions. You will, and will cause Users and Your third parties and their users, to keep the Information confidential by using the same care and discretion that You use with respect to Your own confidential information, but in no event less than reasonable care. b. The provisions of this paragraph will not affect the copyright status of any of the Information which may be copyrighted and will apply to all Information whether or not copyrighted. c. Nothing in these Terms and Conditions will be construed as giving You or Users any license or right to use the trade marks, logos and/or service marks of BNY Mellon, its affiliates, its Information Providers or BNY Mellon’s Suppliers. d. Any Intellectual Property Rights and any other rights or title not expressly granted to You or Users under these Terms and Conditions are reserved to BNY Mellon, its Information Providers and BNY Mellon’s Suppliers. “Intellectual Property Rights” includes all copyright, patents, trademarks and service marks, rights in designs, moral rights, rights in computer software, rights in databases and other protectable lists of information, rights in confidential information, trade secrets, inventions and know-how, trade and business names, domain names (including all extensions, revivals and renewals, where relevant) in each case whether registered or unregistered and applications for any of them and the goodwill attaching to any of them and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world.

  • Ownership and Use (A) Unless CITY states otherwise in writing, each document— including, but not limited to, each report, draft, record, drawing, or specification (collectively, “work product”)— that CONSULTANT prepares, reproduces, or causes its preparation or reproduction for this Agreement is CITY’s exclusive property. (B) CONSULTANT acknowledges that its use of the work product is limited to the purposes contemplated by the Scope of Work. CONSULTANT makes no representation of the work product’s application to, or suitability for use in, circumstances not contemplated by the Scope of Work.

  • Ownership and Restrictions 4.1 You retain all ownership and intellectual property rights in and to Your Content and Your Applications. Oracle or its licensors retain all ownership and intellectual property rights to the Services, including Oracle Programs and Ancillary Programs, and derivative works thereof, and to anything developed or delivered by or on behalf of Oracle under this Agreement. 4.2 You may not, and may not cause or permit others to: a) remove or modify any program markings or any notice of Oracle’s or its licensors’ proprietary rights; b) make the programs or materials resulting from the Services (excluding Your Content and Your Applications) available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific Services You have acquired); c) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the Services (the foregoing prohibitions include but are not limited to review of data structures or similar materials produced by programs), or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to Oracle; d) perform or disclose any benchmark or performance tests of the Services, including the Oracle Programs; e) perform or disclose any of the following security testing of the Services Environment or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; and f) license, sell, rent, lease, transfer, assign, distribute, host, outsource, permit timesharing or service bureau use, or otherwise commercially exploit or make available the Services, Oracle Programs, Ancillary Programs, Services Environments or Oracle materials to any third party, other than as expressly permitted under the terms of the applicable order.

  • Ownership and Transfer Except as expressly permitted by or pursuant to this Agreement or the other Loan Documents, own any property of any kind other than the Mortgaged Property, or Transfer any Mortgaged Property or any portion thereof.

  • Ownership and Title Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola’s processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights.

  • Ownership and Liens The Borrower has title to, or valid leasehold interests in, all of its properties and assets, real and personal, including the properties and assets and leasehold interests reflected in the financial statements referred to in Section 4.04 (other than any properties or assets disposed of in the ordinary course of business), and none of the properties and assets owned by the Borrower and none of its leasehold interests is subject to any Lien, except such as may be permitted pursuant to Section 6.01 of this Agreement.

  • Ownership and License 5.1 Unless otherwise specified in a SOW and except as provided in Section 5.2, Cisco is the sole and exclusive owner of all Deliverables and Supplier hereby irrevocably assigns and transfers to Cisco all of its worldwide right and title to, and interest in, the Deliverables, including all associated Intellectual Property Rights. 5.2 Unless otherwise specified in a SOW, each party owns all right, title, and interest in and to any of its Preexisting Materials. Supplier hereby grants Cisco a perpetual, irrevocable, worldwide, transferable, royalty-free, nonexclusive license, with the right to sublicense and authorize the granting of sublicenses, to use and reproduce Supplier's Preexisting Materials in the Deliverables to the extent necessary for Cisco’s exercise and exploitation of its rights in the Deliverables. 5.3 Unless otherwise specified in an SOW, Supplier will obtain and assign to Cisco a non- exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sub-licensable license to use all Third Party Intellectual Property Rights incorporated into, required to use, or delivered with the Work. Supplier will deliver copies of the above releases and licenses to Cisco upon Xxxxx’s request.

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