Service Assets Sample Clauses

Service Assets. Subject to Article 8, each Related Refinery Owner shall be responsible for operating and maintaining its respective Service Assets, at its sole cost and expense, in accordance with Standard Operating Practice. Except for any capital improvement project proposed by a Relevant Asset Owner under Article 6 or undertaken by a Relevant Asset Owner under Article 5, the Related Refinery Owner shall be responsible for all costs and expenses of any capital improvements to, or acquisitions of additional, Services Assets.
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Service Assets. The property subject to the Option set forth in this Option Agreement is all of those tangible and intangible assets owned, leased or licensed by Liquid as of the Closing Date necessary to provide the Services or otherwise enable UMG to provide such services to independent record companies (the "Service Assets"). The Service Assets include: (a) that hardware and software listed on Schedule 6(a) hereof (the "System") (b) the contracts listed on Schedule 6(b) hereof (as such contracts exist as of the Closing Date)(the "Contracts"), and (c) all music files and metadata owned or licensed by Liquid relating to the Contracts (which does not include eMasters or Metadata of UMG, all of which are owned by UMG), including the eMasters and Metadata of so-called "independent" record companies (as the term is commonly understood in the recorded music industry) as identified in Schedule 6(b) or under Section 3.1.1 contained in any Liquid databases, which are used in, or generated by, Liquid's Xxxxxx.xxx operations (the "Related Data"), provided, however, that the Related Data shall not include any promotional or non-commercial eMasters or Metadata. "Metadata" shall mean text information relating to the music content of eMasters. "eMasters" shall mean a complete digital copy of an original master sound recording (i) in a codec and using a digital rights management solution in accordance with instructions received from the licensor or owner thereof, and (ii) encoded in an approved format, using the content usage rules designated by the licensor or owner thereof, and (iii) that is resident on computer servers owned or controlled by Liquid as of the Closing Date. Notwithstanding the foregoing, Liquid and UMG agree that if the Option is exercised, on the Closing Date Liquid shall assign, and UMG shall assume only such Contracts as may be assigned without the consent or approval of the other parties to such Contract and Liquid shall only transfer the eMasters and Metadata to UMG if it is permitted to do so under the Contracts. If any Contract, by its terms as in effect on the Execution Date, requires the consent, approval, or another third party action prior to the assignment of such Contract to UMG, promptly after UMG exercises the Option, Liquid and UMG shall diligently take such actions as may be reasonably required to obtain any necessary consent or approval, provided neither Party shall be required to make any payments to obtain such consent or approval. Liquid's obligat...
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Service Assets 
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Related to Service Assets

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • SERVICES AND EQUIPMENT Section 21.01. Landlord shall, at its cost and expense:

  • Customer Accounts The Bank agrees to establish and maintain the following accounts ("Accounts"):

  • Access to Property Borrower shall permit agents, representatives and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice.

  • Service Credits Employees on pregnancy leave shall be entitled to normal accumulation of service credits for the duration of the pregnancy leave.

  • Contracts With Service Providers 13 Section 1.

  • Access to Properties Subject to the rights of Tenants, Borrower shall permit agents, representatives and employees of Lender to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice.

  • Access to Properties and Records (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege.

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