Rights in Assets Sample Clauses

Rights in Assets. Except as set forth in Schedule 5.20, no ------------- Person (including any Governmental Authority) has any right to acquire an interest in any of the Systems or any of the Assets or the Business (including any right of first refusal or similar right), other than rights of condemnation or eminent domain afforded by law (none of which has been exercised and no proceedings therefor have been commenced). Each Person that has such a right of first refusal or similar right arising as a result of the proposed sale of the Business as contemplated hereby has expressly declined to exercise such right and has no further legal or contractual ability to hinder or prevent Seller's performance in accordance with the terms of this Agreement.
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Rights in Assets. Except as otherwise described in the ROEs for the MDU Properties and the Contracted MDU Properties, no person (including any Governmental Authority) has any right to acquire an interest in the Systems or any material Transferred Asset (including any right of first refusal or similar right), other than rights of condemnation or eminent domain afforded by law (none of which have been exercised and no proceedings therefor have been commenced).
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Rights in Assets. (a) OWNED REAL PROPERTY. Schedule 3.8(a) sets forth a complete and accurate list of all real property owned as of the date hereof by Distribution (the "OWNED REAL PROPERTY"). Except as set forth on Schedule 3.8(a), Distribution has title to its Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. No Owned Real Property or portion thereof is subject to any pending or, to Distribution's Knowledge, threatened condemnation proceeding by any Governmental Body. (b) LEASES OF REAL PROPERTY. Schedule 3.8(b) sets forth a complete and accurate list of all leases of real property to which Distribution is a party on the date hereof or by which Distribution is presently bound (whether as lessee or lessor) and which provides for annual base rent in excess of $50,000 (collectively, the "LEASED REAL PROPERTY"). Except as set forth on Schedule 3.8(b), Distribution is in possession of the real property covered under each lease set forth on Schedule 3.8(b) for which it is the lessee. Each lease with respect to Leased Real Property is in full force and effect and constitutes a valid and binding obligation of Distribution. No Leased Real Property or portion thereof is subject to any pending or, to Distribution's Knowledge, threatened condemnation proceeding by any Governmental Body.
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Rights in Assets 
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Related to Rights in Assets

  • Rights in Properties; Liens The Borrower and each Subsidiary have good and indefeasible title to or valid leasehold interests in their respective properties and assets, real and personal, including the properties, assets, and leasehold interests reflected in the financial statements described in Section 7.2, and none of the properties, assets, or leasehold interests of the Borrower or any Subsidiary is subject to any Lien, except as permitted by Section 9.2.

  • Security Interests in Personal Property Section 3.01 Security Interest 11 Section 3.02 Representations and Warranties 13 Section 3.03 Covenants 14

  • OWNERSHIP IN INTELLECTUAL PROPERTY The Department and Contractor agree that each has no right, title, interest, proprietary or otherwise in the intellectual property owned or licensed by the other, unless otherwise agreed upon by the parties in writing. All deliverables, documents, records, programs, data, articles, memoranda, and other materials not developed or licensed by Contractor prior to the execution of this Contract, but specifically created or manufactured under this Contract shall be considered work made for hire, and Contractor shall transfer any ownership claim to the Department.

  • Third Party Interests The other parties to this Agreement hereby represents to the Trustee that any account to be opened by, or interest to be held by, the Trustee in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Trustee’s prescribed form as to the particulars of such third party.

  • Existing Intellectual Property Other than as expressly provided in this AGREEMENT, neither PARTY grants nor shall be deemed to grant any right, title or interest to the other PARTY in any PATENT, PATENT APPLICATION, KNOW-HOW or other intellectual property right owned or CONTROLLED by such PARTY.

  • Pre-Existing Intellectual Property Each Party shall retain ownership of its respective Pre-Existing Intellectual Property. The Contractor grants the State a perpetual, irrevocable, non-exclusive, royalty free license for Contractor’s Pre-Existing Intellectual Property that are incorporated in the products, materials, equipment, deliverables, or services that are purchased through the Contract.

  • CONTRACT (RIGHTS OF THIRD PARTIES ACT 1999

  • Rights in Data If, in connection with the services performed under this Contract, Contractor or its employees, agents, or subcontractors, create artwork, audio recordings, blueprints, designs, diagrams, documentation, photographs, plans, reports, software, source code, specifications, surveys, system designs, video recordings, or any other original works of authorship, whether written or readable by machine (Deliverable Materials), all rights of Contractor or its subcontractors in the Deliverable Materials, including, but not limited to publication, and registration of copyrights, and trademarks in the Deliverable Materials, are the sole property of City. Contractor, including its employees, agents, and subcontractors, may not use any Deliverable Material for purposes unrelated to Contractor’s work on behalf of the City without prior written consent of City. Contractor may not publish or reproduce any Deliverable Materials, for purposes unrelated to Contractor’s work on behalf of the City, without the prior written consent of the City.

  • Rights to Intellectual Property This Data Agreement does not give Service Provider any rights, implied or otherwise, to CDI, data, content or intellectual property except as expressly stated in any underlying agreement between the parties. This includes but is not limited to the right to share, sell or trade CDI. The District acknowledges that this agreement does not convey any intellectual property right in any of Service Provider’s materials or content, including any revisions of derivative work or material. Service Provider-owned materials shall remain the property of the Service Provider. All rights, including copyright, trade secrets, patent and intellectual property rights shall remain the sole property of the Service Provider.

  • Certain Additional Actions Regarding Intellectual Property If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

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