Personal Property; Title Sample Clauses

Personal Property; Title. Lessor and Lessee hereby declare that this Lease is, and is intended to be, a true lease and not a lease intended as security or a lease in the nature of a security interest. Lessee shall not acquire any right, equity, title or interest in the Personal Property, except the right, as lessee, to use the Personal Property under the terms of this Lease. The Personal Property is, and shall at all times during the Term be and remain, the sole and exclusive property of Lessor. Notwithstanding any registration of the Personal Property in the name of the Lessee to comply with any Applicable Laws, and other than its rights under the Buy-Back Agreement, Lessee shall have no right, title or interest in the Personal Property as a result of this Lease, except solely the right to use the Personal Property as expressly set forth herein. Lessee shall keep all of the Personal Property within the Cypress Premises and not remove any of the Personal Property therefrom, except in the normal course of use and/or maintenance and repair of such Personal Property, without obtaining Lessor’s prior written consent, which may be withheld in Lessor’s Sole Discretion. Any replacements, accessories, additions or attachments which become a component part of the Personal Property shall immediately vest in Lessor and shall be included under the terms hereof.
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Personal Property; Title. (a) Each Company has good and marketable title to, or a valid leasehold interest in, all of the rights, properties and Assets necessary for the conduct of its Business, and holds such properties and Assets free and clear of all Liens. Each Company owns or leases or has a valid right to use all rights, properties and assets necessary to conduct its Business. Immediately following the Closing, all of such rights, properties and assets shall be owned, leased or available for use by the applicable Company on terms and conditions identical to those under which, immediately before the Closing, the applicable Company owns, leases, uses or holds available for use such rights, properties and assets.
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Personal Property; Title. (a) The Company has good and marketable title to, or a valid leasehold interest in, all of the rights, properties and assets necessary for the conduct of the Business, and it holds such properties and assets free and clear of all Liens, except for the Liens set forth on Schedule 4.9(a). The Company owns or leases or has a valid right to use all rights, properties and assets necessary to conduct the Business. Immediately following the Closing, all of such rights, properties and assets shall be owned, leased or available for use by the Company on terms and conditions identical to those under which, immediately before the Closing, the Company owns, leases, uses or holds available for use such rights, properties and assets.
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Personal Property; Title. Each of Sellers has a valid leasehold interest in all leases of personalty, has good and unencumbered marketable title to all personalty of any kind or nature included in the Assets, and has a valid legal right to use all other personalty used by it in its business,
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Personal Property; Title. The Subsidiaries and Sellers collectively have good and marketable title to, or a valid leasehold interest in, each of the items of tangible personal property reflected on the Latest Balance Sheet or acquired thereafter for use in the ER Business, except for assets reflected thereon or acquired thereafter that have been disposed of in the ordinary course of business since the date of the Latest Balance Sheet, free and clear of all Liens (except for Permitted Liens). Except for the personal property leases indicated on Schedule 3.16.2 and except to the extent reflected in the Transition Services Agreement, no Person, other than the Sellers or Subsidiaries, owns or utilizes any material tangible personal property used by the Sellers or Subsidiaries in the operation of the ER Business.
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Personal Property; Title. Each Loan Party has good and marketable title to its personal property free and clear of all Security Interests other than Permitted Encumbrances.
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Personal Property; Title. (a) Except as set forth on Schedule ‎2.14, each of the Transferred Companies has good title to (free and clear of all Encumbrances except for Permitted Encumbrances), or hold by valid and existing lease or license, all the tangible personal property assets included in the Transferred Assets which are material for the conduct of the Business as conducted as of the Put Option Date and the Closing.
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Personal Property; Title. AND LOCATION. The Equipment is, and shall at all times be and remain, the sole and exclusive property of Lessor, and Lessee, notwithstanding any trade-in or down payment made by Lessee or on its behalf with respect to the Equipment, shall have no right, title or interest therein or thereto, except as to the use thereof subject to the terms and conditions of this Agreement and the related Lease hereunder. Notwithstanding anything to the contrary in this Agreement or any Lease, neither this Agreement nor any Lease grants any right, title or interest in or to that portion of any System constituting or containing software and/or operation manuals, plans, specifications and documentation related thereto (collectively, "Licensed Materials"). Any rights that Lessee may have with respect to Licensed Materials shall arise only pursuant to license agreements between Lessee and the licensor(s) of such Licensed Materials (collectively, the "Licensors") which license agreements (the "Licenses") may be contained within the packaging associated with the System. All title to and ownership of the Licensed Materials (together with all rights in patents, copyrights, trade secrets and other intellectual property rights applicable thereto) are and shall remain in the Licensors during and after the tern of this Agreement. Any use of the terms "sell," "purchase," "license," "lease," and the 'like in this Agreement or any Lease with respect to Licensed Materials shall be interpreted in accordance with this Section 3. Lessee will not directly or indirectly create, incur, assume or suffer to exist any lien on or with respect to the System or Lessor's interest thereto, except such liens as may arise through the independent acts or omissions of the Lessor. Lessee, at its own expense, will promptly pay, satisfy or otherwise take such actions as may be necessary to keep the System free and clear of any and all such liens. The System is, and at all times shall remain, personal property notwithstanding that the System or any item thereof may now be, or hereafter become, in any manner affixed or attached to, or imbedded in, or permanently resting upon real property or any improvement thereof or attached in any manner to what is permanent. If requested by Lessor prior to or at any time during the Lease Term, Lessee will obtain and deliver to Lessor waivers of interest or liens in recordable form, satisfactory to Lessor, from all persons claiming any, interest in the real property on which ...
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Related to Personal Property; Title

  • Personal Property In addition to the real property described in Section II, the Seller shall include the following personal property: _ The real property in Section II and any personal property in Section III shall be collectively known as the “Property”.

  • 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.

  • Other Personal Property Unless at the time the Secured Party takes possession of any tangible Collateral, or within seven days thereafter, the Debtor gives written notice to the Secured Party of the existence of any goods, papers or other property of the Debtor, not affixed to or constituting a part of such Collateral, but which are located or found upon or within such Collateral, describing such property, the Secured Party shall not be responsible or liable to the Debtor for any action taken or omitted by or on behalf of the Secured Party with respect to such property.

  • Intangible Personal Property All of Seller's right, title and interest, if any, in all intangible personal property related to the Real Property and the Improvements, including, without limitation: all trade names and trademarks associated with the Real Property and the Improvements, including Seller's rights and interests, if any, in the name of the Real Property; any domain name associated with the Real Property; the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the extent assignable without cost to Seller unless Purchaser assumes the cost of such assignment); contract rights related to the operation, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases (collectively, the "Service Contracts") (but only to the extent assignable without cost to Seller unless Purchaser assumes the cost of such assignment and to the extent Seller's obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); warranties (to the extent assignable without cost to Seller unless Purchaser assumes the cost of such assignment); governmental permits, approvals and licenses, if any (to the extent assignable without cost to Seller unless Purchaser assumes the cost of such assignment); and telephone exchange numbers (to the extent assignable without cost to Seller unless Purchaser assumes the cost of such assignment) (all of the items described in this Section 0 collectively referred to as the "Intangible Personal Property"). Tangible Personal Property and Intangible Personal Property shall not include (a) any appraisals or other economic evaluations of, or projections with respect to, all or any portion of the Property, including, without limitation, budgets prepared by or on behalf of Seller or any affiliate of Seller, (b) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, and (c) any trade name, xxxx or other identifying material that includes the name "Thackeray Partners" or any derivative thereof.

  • Title to Tangible Personal Property Seller has good and valid title to, or a valid leasehold interest in, all Tangible Personal Property included in the Purchased Assets, free and clear of Encumbrances except for Permitted Encumbrances.

  • Personal Property Tax All personal property taxes will be paid by the Contractor.

  • 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:

  • Tenant’s Personal Property Tenant may (and shall as provided hereinbelow), at its expense, install, affix or assemble or place on any parcels of the Land or in any of the Leased Improvements, any items of Tenant’s Personal Property and Tenant shall, subject to the conditions set forth below and except for any Tenant’s Personal Property that is purchased by Lessor pursuant to Section 37.2 below, remove the same upon the expiration or any prior termination of the Term. Tenant shall provide and maintain during the entire Term all such Tenant’s Personal Property as shall be necessary in order to operate each Facility in compliance with all licensure and certification requirements, in compliance with all applicable Legal Requirements and Insurance Requirements and otherwise in accordance with customary practice in the industry for the Primary Intended Use. Lessor acknowledges that Leasehold Mortgagee has a security interest in Tenant’s Personal Property and, upon the expiration or earlier termination of this Lease as it relates to a Leased Property, Lessor agrees to permit Leasehold Mortgagee to enter on such Leased Property in order to remove such Tenant’s Personal Property, so long as Leasehold Mortgagee, at no expense to Lessor, repairs or causes to be repaired, any damage to such Leased Property caused by any such removal, and further agrees to subordinate, and hereby subordinates, to the lien of Leasehold Mortgagee on such Tenant’s Personal Property any xxxx Xxxxxx has thereon. All of Tenant’s Personal Property not removed by Tenant or Leasehold Mortgagee within twenty-one days following the expiration or earlier termination of this Lease with respect to the applicable Leased Property where such Tenant’s Personal Property is located or sold to Lessor pursuant to Section 37.2 below shall be considered abandoned by Tenant and Leasehold Mortgagee and may be appropriated, sold, destroyed or otherwise disposed of by Lessor without first giving notice thereof to Tenant or Leasehold Mortgagee and without any payment to Tenant or Leasehold Mortgagee and without any obligation to account therefor or otherwise dispose of the same in accordance with applicable law. Tenant will, at its expense, restore such Leased Property to the condition required by Section 9.1(d), including repair of all damage to the Leased Property caused by the removal of Tenant’s Personal Property, whether effected by Tenant, Leasehold Mortgagee or Lessor.

  • 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).

  • Personal Property Requirements The Collateral Agent shall have received:

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