Personal Property and Intangible Property Sample Clauses

Personal Property and Intangible Property. Existing Owner and Existing Operator, as applicable, have good title to all the Personal Property and Intangible Property and the execution and delivery to Buyer of the Xxxx of Sale shall vest good title to all of the Personal Property and Intangible Property in Buyer, free and clear of liens, encumbrances and adverse claims. All Personal Property is fully operational. The schedule of Personal Property to be provided to Buyer during the Due Diligence Period will be a complete and accurate list of all such items and the Personal Property conveyed to Buyer at Closing shall not materially differ from such schedule.
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Personal Property and Intangible Property. Seller has good title to all the Personal Property and Intangible Property and the execution and delivery to Buyer of the Xxxx of Sale shall vest good title to all of the Personal Property and Intangible Property in Buyer, free and clear of liens, encumbrances and adverse claims. All Personal Property is fully operational. The schedule of Personal Property to be provided to Buyer during the Due Diligence Period will be a complete and accurate list of all such items and the Personal Property conveyed to Buyer at Closing shall not materially differ from such schedule.
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Personal Property and Intangible Property. No additional cash consideration shall be required to be paid for the Personal Property and the Intangible Property. The Purchase Price shall be payable as follows: (i) Deposit. Concurrently with the execution of this Agreement, Buyer shall deposit into Escrow cash in the amount of Seven Hundred Fifty Thousand Dollars ($750,000). Escrow Holder is hereby instructed to deposit such amount (the "Deposit") in an interest bearing account or other investment instrument designated by Seller. All interest earned on the Deposit shall be credited to the account of Seller and shall be non-refundable under all circumstances. Upon the satisfaction of the conditions to Buyer's obligation to purchase the Property set forth in Sections 6(a) and 6(b) below, the Deposit shall become non-refundable, subject to the satisfaction of the conditions set forth in Sections 6(c) and 6(d) below, and shall be credited towards the Purchase Price. If the Deposit becomes non-refundable as aforesaid, it shall continue to be held by Escrow Holder to be applied against the Purchase Price concurrently with the Closing.
Sample 1
Personal Property and Intangible Property. (a) Except as set forth on Schedule 2.7(a), as of the Closing, Atlas has good, valid and marketable title in fee simple to all personal property, Intellectual Property Rights (and goodwill thereto), accounts receivable and other current assets reflected as owned by Atlas on the unaudited balance sheet of Atlas as of December 31, 2013, free and clear of all Encumbrances except: (i) Permitted Encumbrances, (ii) dispositions of personal property made in the ordinary course of business since the date thereof, (iii) collections of accounts receivable made in the ordinary course of business since the date thereof and (iv) the payments to employees of Atlas in the aggregate amount as specified in Schedule 2.12(j) in cash immediately prior to Closing. (b) Schedule 2.7(b) contains a list of all personal property owned and used in the conduct of business of Atlas, including personal property subject to leases under which Atlas is the lessee (or sublessee), together with (i) the location and nature of each of the properties; (ii) the termination date of each lease, if applicable; (iii) the name of the lessor, if applicable; (iv) all rental and other payments made or required to be made under any leases, if applicable; and (v) the date and amount of the next permitted increase in such payments, if applicable. All leases are valid, subsisting in full force and effect and enforceable in accordance with their respective terms, except as may be limited by the Enforceability Exception, and are, in each case, free and clear of all Encumbrances (other than Encumbrances in favor of the lessor and Permitted Encumbrances). There is not under any such lease any existing default or event of default (or event that, with notice or passage of time, or both, would constitute a default) by Atlas or, to the Seller’s knowledge, by any other party thereto. True and complete copies of all such leases listed on Schedule 2.7(b) have been delivered to the Buyer heretofore. The personal property listed on Schedule 2.7(b) is all of the personal property necessary or desirable to the conduct of the business of Atlas as currently conducted. (c) All personal property owned by Atlas and all personal property held by Atlas pursuant to personal property leases are in good operating condition and repair (ordinary wear and tear excepted), and are adequate for the uses to which they are being put, and none of such personal property is in need of maintenance or repairs except for ordinary, routine maint...
Sample 1
Personal Property and Intangible Property. All personal property (“Personal Property”) used in or related to the ownership or development of the Property, including, but not limited to, the generator located at the Property, and all intangible property (collectively, the “Intangible Property”) owned by Seller and pertaining to the Land including, without limitation, guaranties and indemnities, plans and specifications, engineering plans and studies, permits and licenses, zoning, site plan and plat approvals, if any, associated with the Property.
Sample 1
Personal Property and Intangible Property. At the Closing, Seller shall convey the Personal Property and Intangible Property, if any, to Buyer by xxxx of sale and assignment substantially in the form of Schedule 6.5 hereto.
Sample 1

Related to Personal Property and Intangible Property

  • Intangible Property Intangible and intellectual property of this award shall generally follow provisions established in 2 CFR § 200.315.

  • Personal Property In addition to the real property described in Section II, the Seller shall include the following personal property:

  • Personal Property Leases Except as set forth in Schedule 3.13.(b), Company has no leases of personal property involving consideration or other expenditure in excess of $5,000 or involving performance over a period of more than three months.

  • Property and Equipment The buildings, plants, structures located at the Plant Property and the Equipment are all owned by the CCC Company free and clear of all Liens (except Permitted Liens) and are structurally sound, are in good operating condition and repair, subject to normal wear and tear, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, personal property or Equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.

  • Real Property; Personal Property (a) On the Disaffiliation Date, Local Church will have full title and ownership of the Real Property and Personal Property. The parties shall ensure all necessary transfers or other transactions relating to the above properties are completed on or prior to the Disaffiliation Date. Any costs resulting from such transfers or other transactions shall be borne by Local Church. Annual Conference shall fully cooperate with Local Church, as needed and applicable, to ensure that such transfers and other transactions convey all of Annual Conference’s interest – both for itself and on behalf of The United Methodist Church – in the Real Property and Personal Property, both tangible and intangible, of Local Church. (b) At Closing, the Annual Conference shall deliver to the Local Church: (i) the Deed(s) quitclaiming and releasing all interest of the Annual Conference in the Real Property to the Local Church; (ii) the Bill of Sale conveying all the interest of the Annual Conference in the Personal Property to the Local Church; and, (iii) a FIRPTA certificate.

  • Intangible Personal Property (a) The Disclosure Schedule contains a true and complete list of all material trademarks, service marks, trade names (including the name "OmniAmerica" and all derivations thereof used by OmniAmericaSub), patents, copyrights and applications for the foregoing owned by OmniAmericaSub (collectively, the "OmniAmericaSub Intellectual Property"), all material licenses to which OmniAmericaSub is a licensor or licensee, and all non-competition covenants of OmniAmericaSub. OmniAmericaSub is the sole and exclusive owner of the OmniAmericaSub Intellectual Property indicated on the Disclosure Schedule to be owned by it free and clear of all Liens, except Permitted Liens, if any, and has the right to use the OmniAmericaSub Intellectual Property, having not granted or entered into any agreement, covenant, license or sublicense with respect thereto. (b) No written claims or demands have been asserted against any of the OmniSubsidiaries with respect to any of the OmniAmericaSub Intellectual Property, and no Proceedings have been instituted, are pending or, to the Knowledge of OmniAmerica Management, threatened against OmniAmericaSub which challenge the rights of OmniAmericaSub with respect to any of such assets. To the Knowledge of OmniAmerica Management, the businesses and operations of OmniAmericaSub and the use or publication of the OmniAmericaSub Intellectual Property does not involve infringement or claimed infringement of any United States trademark, trade name, copyright or patent. (c) No director, officer or stockholder, or, to the Knowledge of OmniAmerica Management, employee, consultant, distributor, representative, advisor, salesman or agent of any of the OmniSubsidiaries owns, directly or indirectly, in whole or in part, any trademarks, trade names, or copyrights, or applications for the foregoing, or other material tangible personal property which OmniAmericaSub is presently using or the use of which is necessary for the business of any of the OmniSubsidiaries as now conducted. None of the directors, officers or stockholders of any of the OmniSubsidiaries has entered into any agreement regarding know-how, trade secrets, or prohibition or restriction of competition, or solicitation of customers or any other similar restrictive agreement or covenant, whether written or oral, with any Persons other than the OmniSubsidiaries.

  • Tangible Property Except for specific items which may be owned by independent contractors, the machinery, equipment, fixtures, tools and supplies used in connection with the Resort, including without limitation, with respect to the operations and maintenance of the Common Elements, are owned either by Borrower, Silverleaf Club, or the applicable Timeshare Owners’ Association.

  • Leased Personal Property Other than Personal Property owned by the Company or the Company Subsidiary, the Company or the Company Subsidiary has good and valid leasehold title to all of the tangible personal property Assets used by the Company or the Company Subsidiary, free and clear of any and all Encumbrances other than Permitted Encumbrances which would not permit the termination of the lease therefor by the lessor. Disclosure Schedule 3.9(c) sets forth all Leases for personal property. With respect to each Lease listed on Disclosure Schedule 3.9(c), (i) there has been no breach or default under such Lease by the Company, the Company Subsidiary or by any other party, (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not cause (with or without notice and with or without the passage of time) a default under any such Lease, (iii) such Lease is a valid and binding obligation of the applicable lessor, is in full force and effect and is enforceable by the Company or the Company Subsidiary in accordance with its terms, (iv) no action has been taken by the Company or the Company Subsidiary and no event has occurred which, with notice or lapse of time or both, would permit termination, modification or acceleration by a party thereto other than by the Company or the Company Subsidiary without the consent of the Company or the Company Subsidiary, (v) no party has repudiated any term thereof or threatened to terminate, cancel or not renew any such Lease, and (vi) neither the Company nor the Company Subsidiary has assigned, transferred, conveyed, mortgaged or encumbered any interest therein or in any leased property subject thereto (or any portion thereof).

  • Tangible Personal Property (a) The Contractor on its behalf and on behalf of its Affiliates, as defined below, shall comply with the provisions of Conn. Gen. Stat. §12-411b, as follows: (1) For the term of the Contract, the Contractor and its Affiliates shall collect and remit to the State of Connecticut, Department of Revenue Services, any Connecticut use tax due under the provisions of Chapter 219 of the Connecticut General Statutes for items of tangible personal property sold by the Contractor or by any of its Affiliates in the same manner as if the Contractor and such Affiliates were engaged in the business of selling tangible personal property for use in Connecticut and had sufficient nexus under the provisions of Chapter 219 to be required to collect Connecticut use tax; (2) A customer’s payment of a use tax to the Contractor or its Affiliates relieves the customer of liability for the use tax; (3) The Contractor and its Affiliates shall remit all use taxes they collect from customers on or before the due date specified in the Contract, which may not be later than the last day of the month next succeeding the end of a calendar quarter or other tax collection period during which the tax was collected; (4) The Contractor and its Affiliates are not liable for use tax billed by them but not paid to them by a customer; and (5) Any Contractor or Affiliate who fails to remit use taxes collected on behalf of its customers by the due date specified in the Contract shall be subject to the interest and penalties provided for persons required to collect sales tax under chapter 219 of the general statutes. (b) For purposes of this section of the Contract, the word “Affiliate” means any person, as defined in section 12-1 of the general statutes, that controls, is controlled by, or is under common control with another person. A person controls another person if the person owns, directly or indirectly, more than ten per cent of the voting securities of the other person. The word “voting security” means a security that confers upon the holder the right to vote for the election of members of the board of directors or similar governing body of the business, or that is convertible into, or entitles the holder to receive, upon its exercise, a security that confers such a right to vote. “Voting security” includes a general partnership interest. (c) The Contractor represents and warrants that each of its Affiliates has vested in the Contractor plenary authority to so bind the Affiliates in any agreement with the State of Connecticut. The Contractor on its own behalf and on behalf of its Affiliates shall also provide, no later than 30 days after receiving a request by the State’s contracting authority, such information as the State may require to ensure, in the State’s sole determination, compliance with the provisions of Chapter 219 of the Connecticut General Statutes, including, but not limited to, §12-411b.

  • Property and Leases (a) The Company and the Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not have a Material Adverse Effect. (b) Each parcel of real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that would not have a Material Adverse Effect (collectively, "Permitted Liens"), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (c) amended, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Subsidiary, except as would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

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