System Assets Sample Clauses

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 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.
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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.
Sample 1
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.
Sample 1
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.
Sample 1
System Assets. 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").
Sample 1

Related to System Assets

  • 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.

  • 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.

  • System Upgrade Facilities Transmission Owner shall design, procure, construct, install, and own the System Upgrade Facilities described in Appendix A hereto. The responsibility of the Developer for costs related to System Upgrade Facilities shall be determined in accordance with the provisions of Attachment S to the NYISO OATT.

  • System Protection Facilities Developer shall, at its expense, install, operate and maintain System Protection Facilities as a part of the Large Generating Facility or Developer’s Attachment Facilities. Connecting Transmission Owner shall install at Developer’s expense any System Protection Facilities that may be required on the Connecting Transmission Owner’s Attachment Facilities or the New York State Transmission System as a result of the interconnection of the Large Generating Facility and Developer’s Attachment Facilities.

  • Interconnection Facilities 4.1.1 The Interconnection Customer shall pay for the cost of the Interconnection Facilities itemized in Attachment 2 of this Agreement. The NYISO, in consultation with the Connecting Transmission Owner, shall provide a best estimate cost, including overheads, for the purchase and construction of its Interconnection Facilities and provide a detailed itemization of such costs. Costs associated with Interconnection Facilities may be shared with other entities that may benefit from such facilities by agreement of the Interconnection Customer, such other entities, the NYISO, and the Connecting Transmission Owner. 4.1.2 The Interconnection Customer shall be responsible for its share of all reasonable expenses, including overheads, associated with (1) owning, operating, maintaining, repairing, and replacing its own Interconnection Facilities, and

  • Title to Properties The Company and each Subsidiary have good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

  • Customer Property Customer Property is and shall remain your sole and exclusive property. “Customer Property” means all graphic user interface, text, content, images, video, music, designs, products, computer programs, drawings, documentation and other materials of any kind posted, submitted, provided or otherwise made available to us by you or an Authorized User in connection with the Products and Services. Customer Property may also contain Personal Information which is defined in Section 5.

  • System Upgrade Facilities and System Deliverability Upgrades Connecting Transmission Owner shall design, procure, construct, install, and own the System Upgrade Facilities and System Deliverability Upgrades described in Appendix A hereto. The responsibility of the Developer for costs related to System Upgrade Facilities and System Deliverability Upgrades shall be determined in accordance with the provisions of Attachment S to the ISO OATT.

  • Participating TO’s Interconnection Facilities The Participating TO shall design, procure, construct, install, own and/or control the Participating TO’s Interconnection Facilities described in Appendix A at the sole expense of the Interconnection Customer. Unless the Participating TO elects to fund the capital for the Participating TO’s Interconnection Facilities, they shall be solely funded by the Interconnection Customer.

  • 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;