Tangible and Intangible Personal Property Sample Clauses

Tangible and Intangible Personal Property. The Gift Date is the later of the date that the Completed Application and Agreement is postmarked by the United States Postal Service, or is delivered to an employee of the Foundation authorized to accept possession of the Application and Agreement, or the date that the property is delivered to and accepted by the Foundation. Life insurance and life income
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Tangible and Intangible Personal Property. All other tangible and intangible personal property owned by Seller.
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Tangible and Intangible Personal Property. All tangible and ----------------------------------------- intangible personal property of Seller disposed of or consumed in the ordinary course of business of Seller consistent with past practices between the date hereof and the Closing Date, as permitted hereunder;
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Tangible and Intangible Personal Property. All other tangible and intangible personal property owned by Lessor and used in operation of the Hospital.
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Tangible and Intangible Personal Property. Except as set forth on Schedule 3.6(a): (a) The Connoisseur Sellers have title to (or a valid leasehold in, as the case may be) all items of Tangible Personal Property free and clear of all Liens except Permitted Liens and free and clear of any restrictions on transfer, subject to any required Consents. (b) All material items of Tangible Personal Property are in good and technically sound operating condition (ordinary wear and tear excepted), are free from material defect and damage, and have been maintained in a manner consistent with generally-accepted standards of good engineering practice. Except as set forth on Schedule 3.6(b), (i) the Connoisseur Sellers have title to (or a valid license to use) all items of Intangible Personal Property free and clear of all Liens except Permitted Liens, with the right to transfer the same, subject to any required Consents, (ii) all customized computer software located at the Stations' facilities or used in the Stations' business or operations is properly licensed to a Connoisseur Seller, and all of Connoisseur Sellers' uses of such computer software are authorized under such licenses; and (iii) all of Connoisseur Sellers' right, title and interest in and to the Intangible Personal Property are assignable (subject to any required Consents) to Buyer, and upon such assignment subject to any required Consents, Buyer shall receive all of Connoisseur Sellers' right, title and interest in and to all tangible and intangible property rights existing in the Intangible Personal Property. To Sellers' knowledge, the Connoisseur Sellers' ownership and operation of the Sale Assets and the Stations do not, and Buyer's ownership and operation of the Sale Assets and the Stations will not, infringe in any material respect on the intellectual property rights of any other Person. No Seller has granted to any other Person any right to use any material Intangible Personal Property pursuant to any licensing or sublicensing agreement. No unresolved notice has been received by any Connoisseur Seller asserting that such Connoisseur Seller's use of any Intangible Personal Property infringes upon or violates any intellectual property or the proprietary rights of others, and to the knowledge of Sellers, no third party is infringing on any Intangible Personal Property.
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Tangible and Intangible Personal Property. Tenant shall have the right, throughout the Term and at no additional cost, to use any tangible personal property, if any, that was conveyed to Landlord by Tenant prior to or concurrently with the Commencement Date pursuant to the Purchase Agreement (the “Tangible Property”) and Tenant shall have the right to use such permits and licenses conveyed to Landlord pursuant to the Purchase Agreement that are necessary for the continuing use of the Premises and operation of Tenant’s business on the Premises (the “Intangible Property” and together with the Tangible Property, the “Licensed Property”). Landlord hereby makes no representations or warranties regarding the condition of the Licensed Property, and Tenant accepts the Licensed Property in its currently existing, “AS-IS, WHERE-IS, WITH ALL FAULTS,” condition. The Licensed Property specifically excludes all warranties, guaranties, indemnities, licenses, permits, entitlements, governmental approvals and certificates of occupancy obtained by Landlord or necessary for Landlord’s development plan or used in connection with Landlord’s development plan. Tenant shall continue to use the Licensed Property in connection with the operation, management and maintenance of the Premises. Tenant shall maintain any personal property comprising the Licensed Property in good condition, repair and working order, reasonable wear and tear excepted, and none of such personal property shall be removed from the Premises, unless replaced by unencumbered personal property of equal or greater utility and value. Tenant shall not cause or permit any liens, encumbrances or security interests of any kind or nature to attach to the Licensed Property during the Term. Otherwise, Tenant shall surrender the Licensed Property in its “AS-IS, WHERE-IS, WITH ALL FAULTS,” condition upon the expiration or earlier termination of this Lease.
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Tangible and Intangible Personal Property. All of the following tangible and intangible personal property, if any, but only to the extent owned or controlled by Seller (including but not limited to property held in the name of the Association, which is controlled by Seller) and in its possession and used at or in connection with the Property, and only to the extent transferable, but specifically excluding any personal property which Seller uses in connection with the general operation of its business or in connection with development projects other than RiverTown (collectively, the “Personal Property”): 1. All contracts, contract rights, project management agreements, consulting agreements, employment agreements, advertising agreements, development contracting agreements, brokerage agreements, service agreements, utility agreements, and agreements of any other kind and nature, in which Seller has any present or future right or interest on the Closing Date, a listing of which is included in Exhibit “D-1” attached hereto and by this reference made a part hereof (collectively, the “Contracts”). Purchaser shall inspect the Contracts during the Inspection Period, and prior to the expiration of the Inspection Period, identify and give notice to Seller which Contracts Purchaser desires Seller terminate prior to the Closing. If Purchaser fails to provide Seller with the required notice of which Contracts it desires to terminate prior to the expiration of the Inspection Period, Purchaser shall assume all of the Contracts. For any Contracts that are terminable and that are not to be assumed by Purchaser pursuant to this Subparagraph I(E)(1)(“Terminable Contracts”), Seller shall either (i) terminate such Terminable Contracts at Closing, or (ii) give notice of termination at Closing for those Terminable Contracts which require notice of termination, in which case termination will occur as provided in said Contracts, and any sums due under such Terminable Contracts shall be prorated per Paragraph VII herein. Purchaser shall assume all Contracts which are not Terminable Contracts from and after the Closing Date. With respect to any of the Contracts (whether Terminable Contracts or otherwise), Seller shall remain liable for any obligations that arise or result from any transactions then completed thereunder or that arise or result from any failure of Seller to perform thereunder prior to the Closing Date. 2. All contracts, contract rights, project management agreements, consulting agreements, employment agreement...
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Tangible and Intangible Personal Property. All of the tangible and intangible personal property which is listed on Schedule 2.1(a).
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Tangible and Intangible Personal Property. All other tangible and intangible personal property owned by Servco and used with respect to the operation and business of Servco.
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Related to Tangible and Intangible Personal Property

  • Intangible Personal Property (a) The Disclosure Schedule contains a true and complete list of all material trademarks, service marks, trade names (including the name "OmniAmerica" and all derivations thereof used by OmniAmericaSub), patents, copyrights and applications for the foregoing owned by OmniAmericaSub (collectively, the "OmniAmericaSub Intellectual Property"), all material licenses to which OmniAmericaSub is a licensor or licensee, and all non-competition covenants of OmniAmericaSub. OmniAmericaSub is the sole and exclusive owner of the OmniAmericaSub Intellectual Property indicated on the Disclosure Schedule to be owned by it free and clear of all Liens, except Permitted Liens, if any, and has the right to use the OmniAmericaSub Intellectual Property, having not granted or entered into any agreement, covenant, license or sublicense with respect thereto. (b) No written claims or demands have been asserted against any of the OmniSubsidiaries with respect to any of the OmniAmericaSub Intellectual Property, and no Proceedings have been instituted, are pending or, to the Knowledge of OmniAmerica Management, threatened against OmniAmericaSub which challenge the rights of OmniAmericaSub with respect to any of such assets. To the Knowledge of OmniAmerica Management, the businesses and operations of OmniAmericaSub and the use or publication of the OmniAmericaSub Intellectual Property does not involve infringement or claimed infringement of any United States trademark, trade name, copyright or patent. (c) No director, officer or stockholder, or, to the Knowledge of OmniAmerica Management, employee, consultant, distributor, representative, advisor, salesman or agent of any of the OmniSubsidiaries owns, directly or indirectly, in whole or in part, any trademarks, trade names, or copyrights, or applications for the foregoing, or other material tangible personal property which OmniAmericaSub is presently using or the use of which is necessary for the business of any of the OmniSubsidiaries as now conducted. None of the directors, officers or stockholders of any of the OmniSubsidiaries has entered into any agreement regarding know-how, trade secrets, or prohibition or restriction of competition, or solicitation of customers or any other similar restrictive agreement or covenant, whether written or oral, with any Persons other than the OmniSubsidiaries.

  • Tangible Personal Property (a) The Contractor on its behalf and on behalf of its Affiliates, as defined below, shall comply with the provisions of Conn. Gen. Stat. §12-411b, as follows: (1) For the term of the Contract, the Contractor and its Affiliates shall collect and remit to the State of Connecticut, Department of Revenue Services, any Connecticut use tax due under the provisions of Chapter 219 of the Connecticut General Statutes for items of tangible personal property sold by the Contractor or by any of its Affiliates in the same manner as if the Contractor and such Affiliates were engaged in the business of selling tangible personal property for use in Connecticut and had sufficient nexus under the provisions of Chapter 219 to be required to collect Connecticut use tax; (2) A customer’s payment of a use tax to the Contractor or its Affiliates relieves the customer of liability for the use tax; (3) The Contractor and its Affiliates shall remit all use taxes they collect from customers on or before the due date specified in the Contract, which may not be later than the last day of the month next succeeding the end of a calendar quarter or other tax collection period during which the tax was collected; (4) The Contractor and its Affiliates are not liable for use tax billed by them but not paid to them by a customer; and (5) Any Contractor or Affiliate who fails to remit use taxes collected on behalf of its customers by the due date specified in the Contract shall be subject to the interest and penalties provided for persons required to collect sales tax under chapter 219 of the general statutes. (b) For purposes of this section of the Contract, the word “Affiliate” means any person, as defined in section 12-1 of the general statutes, that controls, is controlled by, or is under common control with another person. A person controls another person if the person owns, directly or indirectly, more than ten per cent of the voting securities of the other person. The word “voting security” means a security that confers upon the holder the right to vote for the election of members of the board of directors or similar governing body of the business, or that is convertible into, or entitles the holder to receive, upon its exercise, a security that confers such a right to vote. “Voting security” includes a general partnership interest. (c) The Contractor represents and warrants that each of its Affiliates has vested in the Contractor plenary authority to so bind the Affiliates in any agreement with the State of Connecticut. The Contractor on its own behalf and on behalf of its Affiliates shall also provide, no later than 30 days after receiving a request by the State’s contracting authority, such information as the State may require to ensure, in the State’s sole determination, compliance with the provisions of Chapter 219 of the Connecticut General Statutes, including, but not limited to, §12-411b.

  • Intangible Property Intangible and intellectual property of this award shall generally follow provisions established in 2 CFR § 200.315.

  • Personal Property In addition to the real property described in Section II, the Seller shall include the following personal property:

  • Tangible Property Except for specific items which may be owned by independent contractors, the machinery, equipment, fixtures, tools and supplies used in connection with the Resort, including without limitation, with respect to the operations and maintenance of the Common Elements, are owned either by Borrower, Silverleaf Club, or the applicable Timeshare Owners’ Association.

  • Real Property; Personal Property (a) On the Disaffiliation Date, Local Church will have full title and ownership of the Real Property and Personal Property. The parties shall ensure all necessary transfers or other transactions relating to the above properties are completed on or prior to the Disaffiliation Date. Any costs resulting from such transfers or other transactions shall be borne by Local Church. Annual Conference shall fully cooperate with Local Church, as needed and applicable, to ensure that such transfers and other transactions convey all of Annual Conference’s interest – both for itself and on behalf of The United Methodist Church – in the Real Property and Personal Property, both tangible and intangible, of Local Church. (b) At Closing, the Annual Conference shall deliver to the Local Church: (i) the Deed(s) quitclaiming and releasing all interest of the Annual Conference in the Real Property to the Local Church; (ii) the Bill of Sale conveying all the interest of the Annual Conference in the Personal Property to the Local Church; and, (iii) a FIRPTA certificate.

  • Intangible Assets 4,912 Other assets........................................................... 113,928 Total assets........................................................... 6,920,723 CONTINUED ON NEXT PAGE

  • Leased Personal Property Other than Personal Property owned by the Company or the Company Subsidiary, the Company or the Company Subsidiary has good and valid leasehold title to all of the tangible personal property Assets used by the Company or the Company Subsidiary, free and clear of any and all Encumbrances other than Permitted Encumbrances which would not permit the termination of the lease therefor by the lessor. Disclosure Schedule 3.9(c) sets forth all Leases for personal property. With respect to each Lease listed on Disclosure Schedule 3.9(c), (i) there has been no breach or default under such Lease by the Company, the Company Subsidiary or by any other party, (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not cause (with or without notice and with or without the passage of time) a default under any such Lease, (iii) such Lease is a valid and binding obligation of the applicable lessor, is in full force and effect and is enforceable by the Company or the Company Subsidiary in accordance with its terms, (iv) no action has been taken by the Company or the Company Subsidiary and no event has occurred which, with notice or lapse of time or both, would permit termination, modification or acceleration by a party thereto other than by the Company or the Company Subsidiary without the consent of the Company or the Company Subsidiary, (v) no party has repudiated any term thereof or threatened to terminate, cancel or not renew any such Lease, and (vi) neither the Company nor the Company Subsidiary has assigned, transferred, conveyed, mortgaged or encumbered any interest therein or in any leased property subject thereto (or any portion thereof).

  • Instruments and Tangible Chattel Paper Attached hereto as Schedule 10 is a true and correct list of all promissory notes, instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness held by each Company as of the date hereof, including all intercompany notes between or among any two or more Companies or any of their Subsidiaries, stating if such instruments, chattel paper or other evidence of indebtedness is pledged under the Security Agreement.

  • Title to Personal Property Each of the Company and its subsidiaries has good and marketable title to, or have valid and marketable rights to lease or otherwise use, all items of personal property owned or leased (as applicable) by them, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

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