São Martinho Assets Sample Clauses

São Martinho Assets. The São Martinho Assets exist and are fully and rightfully owned by Amyris and/or its Affiliates, and have been acquired or produced by Amyris and/or its Affiliates, have been declared and are allocated in the appropriate accounts of Amyris and/or its Affiliates in accordance with the Applicable Law and are free and clear of any Encumbrance as of this date and prior to their assignment to the JV Company. The São Martinho Assets (i) are in good conditions of use; (ii) have been property maintained by Amyris since their respective acquisition; (iii) do not require any sort of special maintenance, other than the ordinary maintenance to keep its good conditions of use and the necessary modifications to adapt them to the JV Company scope; and (iv) do not have any kind of defect that could impair their normal utilization by the JV Company. Amyris have been complying with any and all obligations required by any Applicable Laws, and/or the respective acquisition agreements to have full and unlimited access and use of the warranty rights granted by the respective sellers of the São Martinho Assets. The JV Transaction and/or the contribution of the São Martinho Assets to the JV Company shall not give rise to any claim or request related to or questioning the ownership of those assets, trigger or accelerate any guarantee granted by Amyris and/or its Affiliates and shall not impose any additional obligations or loss of rights of Amyris and/or its Affiliates anyhow related to the São Martinho Assets. Amyris and/or its Affiliates have not been notified of any event or received any request or claim related to the ownership of the São Martinho Assets as of this date and up to the date the São Martinho Assets are assigned to the JV Company.
Sample 1
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Related to São Martinho Assets

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Retained Assets (a) Notwithstanding Section 2.1(a), all of Seller's right, title and interest in the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"):

  • Fixed Assets 7 3.11. Leases ............................................................. 8 3.12. Change in Financial Condition and Assets ........................... 8

  • Conduct of Business Pending Closing Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

  • Management of Business No Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such) shall take part in the operations, management or control (within the meaning of the Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. The transaction of any such business by the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.

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