System Assets. Except as set forth on Schedule 4.7(a), (i) all Tax Returns relating to the System Assets have been duly filed on a timely basis with the appropriate Tax Authority, (ii) such Tax Returns are true, complete and correct in all material respects, and (iii) all Taxes due relating to the System Assets have been paid, except those being contested in good faith as set forth on Schedule 4.7(a). With respect to all Taxes related to the System Assets, except as set forth on Schedule 4.7(a), (i) there are not currently in effect any extension or waiver of any statute of limitations of any jurisdiction regarding the assessment or collection of any such Tax, (ii) there are no administrative proceedings or lawsuits pending against the System Assets by any Taxing Authority; and (iii) there are no Tax Liens on any of the System Assets except for liens for Taxes not yet due.
System Assets. System assets shall be held in the name of TCOMM911. TCOMM911 may acquire, construct, receive, own, manage, lease or sell System assets and other assets. A Member Agency may transfer to TCOMM911 its title to, or operational control of, communication assets. TCOMM911 may control and manage both the assets it owns and the assets that are owned by Member Agencies that have transferred control of those assets to TCOMM911. This Intergovernmental Agreement does not vest in TCOMM911 any authority with respect to other facilities or assets of the Member Agencies. Member Agencies shall be deemed to have an ownership interest in any assets owned by TCOMM911, whether those assets have been developed by, purchased by or transferred to TCOMM911. Such interest shall be exercisable only pursuant to this Intergovernmental Agreement. The fact that title to an asset has been transferred to TCOMM911 by a Member Agency shall create no special right of that Member Agency with respect to that asset.
System Assets. TC3 may acquire, construct, receive, own, manage, lease or sell System assets and other assets. A Municipality may transfer to TC3 its title to, and operational control of, communication assets which then become part of the System. This Agreement does not vest in TC3 any authority with respect to other facilities or assets of the Municipalities or County.
System Assets. 3.1 DCC agrees to sell to APS and APS agrees to buy from DCC full right and title to the Polytrap(R) Patents, the Polytrap(R) Technology, the Polytrap(R) Trademarks, and all customer information and files with respect to the sale of products utilizing the Polytrap(R) Patents or Technology (collectively, the "Polytrap(R) System Assets"). In consideration of such sale by DCC, APS shall issue to DCC 200,000 shares of its common stock (the "Shares"). The Shares shall be publicly marketable (subject to any applicable securities law restriction or limitation) pursuant to a separate agreement to be executed substantially in the form attached as Exhibit C ("Registration Rights Agreement").
System Assets. The parties shall fully cooperate to avoid, to the extent legally possible, the payment of duplicate taxes, and each party shall furnish, at the request of the other, proof of payment of any taxes or other documentation which is a prerequisite to avoiding payment of a duplicate tax. Each party will cooperate to the extent practicable in minimizing all taxes and fees levied by reason of the sale and conveyance of the Polytrap(R) System Assets.
