Ownership of Telecommunications Assets Sample Clauses

Ownership of Telecommunications Assets. Each Credit Party shall take such actions as may be required to ensure that, subject to dispositions permitted under Section 6.8, all Telecommunications Assets owned by Company as of the Closing Date, or acquired by any Credit Party after the Closing Date, shall be owned at all times after the Closing Date by Company other than to the extent they are: (i) owned by a Wholly-Owned Subsidiary of Company if acquired pursuant to a Permitted Acquisition to the extent not commercially practicable to transfer such Telecommunications Assets to Company, or (ii) otherwise subject to a Capital Lease in the form of the Approved Lease Agreement to which the Company is the lessor and Focal Communications Corporation of Illinois is the lessee, or (iii) during the period from the Closing Date to the date falling 150 days thereafter, or the first Credit Extension, if earlier, and without prejudice to other provisions of this clause, transferred to and owned by Equipment Subsidiary, or (iv) Telecommunications Assets purchased by Equipment Subsidiary and to be purchased from it by Company with the proceeds of Loans within 180 days of the original purchase by Equipment Subsidiary provided that if such Telecommunications Assets have not been so purchased within such 180 days, such Telecommunications Assets shall, in any event, be transferred to Company, or (v) assets required by the terms of this Credit Agreement to be owned by Dark Fiber Subsidiary.
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Ownership of Telecommunications Assets. The Borrower will cause, and by its execution of the Supplemental Agreement and a Guaranty, NCI and NCH, respectively, agree to cause, all Telecommunications Assets of NCI, NCH and their respective Subsidiaries which are contemplated by or material to the Business Plan to be owned by the Borrower and/or its Restricted Subsidiaries.
Sample 1
Ownership of Telecommunications Assets. The Borrower will cause, and by its execution of a Guaranty NCH agrees to cause, all Telecommunications Assets of NCH and its Subsidiaries which are contemplated by or material to the Business Plan to be owned by the Borrower and or its Subsidiaries.
Sample 1

Related to Ownership of Telecommunications Assets

  • Ownership of the Operating Company The Partnership owns, and at each Date of Delivery will own, all of the issued and outstanding membership interests of the Operating Company; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (the “Operating Company LLC Agreement”) and are fully paid (to the extent required by the Operating Company LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 51 of the Xxxxxxxx Islands LLC Act); and the Partnership owns such membership interests free and clear of all Liens other than those Liens arising under the Partnership’s revolving credit facility, as amended, with a capacity of up to $295.0 million (the “Credit Facility”). As of the date of this Agreement, the only subsidiaries of the Partnership are, and at each Date of Delivery, the only subsidiaries of the Partnership will be, the Operating Company and the Operating Subsidiaries.

  • Ownership of Software Except as disclosed on Company Disclosure --------------------- ------------------ Schedule 5.14(d), all persons who have contributed to or participated in the ---------------- conception and development of the Software on behalf of the Company have been full-time employees of the Company hired to prepare such works within the scope of employment. As a consequence, the Company has all ownership interests in the Software.

  • Ownership of Equipment Unless otherwise expressly set forth elsewhere in this Agreement, any and all tangible equipment, materials, documentation, or other items provided by the Company in connection with this Agreement shall remain the property of the Company.

  • Ownership of Other Entities Other than the subsidiaries of the Company listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, the Company, directly or indirectly, owns no capital stock or other equity or ownership or proprietary interest in any corporation, partnership, association, trust or other entity.

  • Ownership of Information Any information owned by one party or any of its Subsidiaries that is provided to a requesting party pursuant to Article III or this Article IV shall be deemed to remain the property of the providing party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information.

  • OWNERSHIP OF COMPANY PROPERTY 6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

  • Ownership of Technology As between the Parties, each Party shall own and retain all right, title, and interest in and to any and all Inventions and Information that are conceived, discovered, developed, or otherwise made solely by or on behalf of such Party (or its Affiliates or Sublicensees) under or in connection with this Agreement, whether or not patented or patentable, and any and all Patents and other intellectual property rights with respect thereto.

  • Ownership of Software and Related Materials All computer programs, written procedures and similar items developed or acquired and used by the Administrator in performing its obligations under this Agreement shall be the property of the Administrator, and no Series will acquire any ownership interest therein or property rights with respect thereto.

  • Ownership of Software and Related Material All computer programs, magnetic tapes, written procedures, and similar items purchased and/or developed and used by Price Associates in performance of this Agreement shall be the property of Price Associates and will not become the property of the Funds.

  • Ownership of the Operating Subsidiaries Except as described in the Disclosure Package and the Final Prospectus, the Partnership indirectly owns the respective percentages of the outstanding capital stock, membership interests or partnership interests, as the case may be, of each of the Operating Subsidiaries set forth on Schedule II; all such capital stock, membership interests and partnership interests have been duly authorized and validly issued in accordance with the certificate of incorporation and bylaws, in the case of a corporation, certificate of formation and limited liability company agreement, in the case of a limited liability company, certificate of limited partnership and limited partnership agreement, in the case of a limited partnership, or partnership agreement, in the case of a general partnership, of each Operating Subsidiary (collectively, the “Operating Subsidiaries Operative Documents”) and (other than the general partnership interest in Xxxxxxx Pipeline Company, a Michigan general partnership (“Xxxxxxx Pipeline”)) are fully paid (to the extent required in the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act or Sections 17-303, 17-607 and 17-804 of the Delaware LP Act, as the case may be, or any corollary provision of any other applicable state of organization’s statutes); and, in the case of a limited liability company, each of the owners of such membership interest is not required to make any further payments for its purchase of such membership interest, will not be required to make any contributions to an Operating Subsidiary solely by reason of its ownership of such membership interest or its status as a member of such Operating Subsidiary, and have no personal liability for the debts, obligations, and liabilities of such Operating Subsidiary, whether arising in contract, tort or otherwise, solely by reason of being a member of such Operating Subsidiary, except in each case as provided in the applicable Operating Subsidiaries Operative Documents and except for its obligation to repay any funds wrongfully distributed to it as provided in Sections 18-607 and 18-804 of the Delaware LLC Act. The owners of the Operating Subsidiaries own all such capital stock, membership interests and partnership interests listed on Schedule II free and clear of all Liens (except (i) restrictions on transferability as set forth in the Operating Subsidiaries Operative Documents or described in the Disclosure Package and Final Prospectus and (ii) Liens created pursuant to the Credit Agreement).

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