Tangible and Intangible Property Sample Clauses

Tangible and Intangible Property. The Tangible Personal Property and Intangible Property sold to Buyer hereunder shall be conveyed to Buyer at Closing free and clear of any liens, except the Permitted Encumbrances. There is no personal property owned by Seller for the exclusive operation, use, occupancy, leasing, or management of the Property that is located off-site.
Sample 1
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Tangible and Intangible Property. Except as set forth in Schedule 4.15, Xxxxx Industries owns the entire right, title and interest to all tangible property (including, without limitation, furniture, leasehold improvements, equipment, fixed assets and fixtures) and intangible property used in its business including, without limitation, all of the tangible and intangible property reflected on the Balance Sheet, in each case, free and clear of any liens or encumbrances, except for property (other than Trademarks or Patents) disposed of in the ordinary course of business and consistent with past practices since the Balance Sheet Date. Xxxxx Industries may not dispose of any Trademarks or Patents prior to the Closing.
Sample 1
Tangible and Intangible Property. (a) Except as set forth in Section 5.7 of the Seller Disclosure Letter, all of the Tangible Property of Parent and each of the Subsidiaries is located at their respective offices or facilities (other than laptop computers and other portable assets of a personal nature) and Parent and the Subsidiaries have the full and unqualified right to require the immediate return of any of their Tangible Property which is not located at their respective offices or facilities. (b) Upon entry and effectiveness of the Sale Order, other than with respect to the Intellectual Property Assets of the Seller Parties the subject of anti-assignment clauses that are enforceable in the Seller Parties' bankruptcy cases, the Parent and the Subsidiaries (i) shall have the power and the right to sell, convey, transfer, assign and deliver to Purchaser the Acquired Business (including the Acquired Assets) and (ii) on the Closing Date shall sell, convey, transfer, assign and deliver the Acquired Business (including the Acquired Assets) free and clear of all Liens, except for and subject to Permitted Liens and the Assumed Liabilities.
Sample 1
Tangible and Intangible Property. (a) The Seller owns all right, title and interest in: (i) the tangible and intangible personal property listed in Exhibits “B”, “C”, “D”, “E” and “F”; and (ii) the Development Rights, and Seller has not previously assigned, conveyed, sold or transferred any of the foregoing. (b) No material breach or default exists under any Sales Contract by the Seller and to the knowledge of Seller by no other party and to the knowledge of the Seller no event has occurred with respect thereto that with the lapse of time or action or inaction by the Seller or any other party thereto would result in a breach thereof or a default thereunder. (c) The Seller owns, without restriction or the payment of compensation or fee, all designs, drawings, reports, specifications, surveys, plans, blueprints, plan drawings, diagrams and the like (collectively, the “Plans”) used or currently being used by the Seller in the design or development of the Real Property.
Sample 1
Tangible and Intangible Property. 16 <PAGE> (a) Except as set forth in Section 5.7 of the Seller Disclosure Letter, all of the Tangible Property of Parent and each of the Subsidiaries is located at their respective offices or facilities (other than laptop computers and other portable assets of a personal nature) and Parent and the Subsidiaries have the full and unqualified right to require the immediate return of any of their Tangible Property which is not located at their respective offices or facilities.
Sample 1
Tangible and Intangible Property. Any tangible or intangible property, including copyrights, obtained or created by Sponsored Organization as part of this project shall remain the property of Sponsored Organization. The Sponsor hereby appoints Sponsored Organization and Sponsored Organization accepts appointment, as the Sponsor’s non-exclusive agent for the limited purpose of receiving from Donors proposed contributions to the Sponsor of non-monetary assets for the purposes of the Project (“In-Kind Items”). Sponsored Organization agrees to promptly report to the Sponsor each In-Kind Item it receives or proposes to receive, such reports to include photographs of such In-Kind Items as may be required, so that the Sponsor may decide whether it wishes to accept or not to accept such In-Kind Item. In furtherance of such appointment, Sponsored Organization agrees to hold each In-Kind Item solely for the benefit of the Sponsor until such time as the Sponsor, in its sole discretion, requests that Sponsored Organization transfer such In-Kind Item to the Sponsor, grants such In-Kind Item to Sponsored Organization for the purposes of the Project, or instructs Sponsored Organization that it does not wish to accept such In-Kind Item and to return such In- Kind Item to the donor.
Sample 1
Tangible and Intangible Property. Unless otherwise agreed in writing by the Parties, any tangible or intangible property, including intellectual property, such as copyrights, obtained from third parties or created in connection with the Project shall be the property of OSA, held for the charitable purposes of the Project, until expiration or termination of this Agreement, and then be transferred to the District.
Sample 1
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Tangible and Intangible Property. The tangible property of Seller to be sold to Buyer and the intangible property of Seller to be transferred by assignment or other means to Buyer pursuant to this Agreement consist of all outdoor advertising assets presently owned by Seller and used in Seller's outdoor advertising business in the Area including but not limited to those assets described on Schedule "1A" attached hereto (which assets shall hereinafter be separately referred to as the "Tangible Property" and "Intangible Assets", respectively).
Sample 1
Tangible and Intangible Property 
Sample 1

Related to Tangible and Intangible Property

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

  • 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.

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

  • PERMITS AND INTANGIBLES The COMPANY and each of the COMPANY's Subsidiaries holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would have a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided that copyrights need not be listed unless registered. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.

  • 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.

  • Tangible Assets The Target owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent), has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used and presently is proposed to be used.

  • 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.

  • Title to Tangible Assets The Company and its Subsidiaries have good title to their properties and assets and good title to all their leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than or resulting from taxes which have not yet become delinquent and minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company and its Subsidiaries and which have not arisen otherwise than in the ordinary course of business.

  • 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.

  • Condition of Tangible Assets All buildings, structures, facilities, equipment and other material items of tangible property and assets included in the Assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations relating to their construction, use and operation.

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