The Asset Sample Clauses

The Asset. 1.1 COMPANY agrees to sell to the BUYER and the BUYER agrees to buy the ASSET specified in Exhibit 1. 1.2 All ASSET are sold on as is, where is and with all faults basis. Any express or implied warranties including those as to the nature, quality, quantity, value or condition of any asset, merchantability, fitness for a particular purpose or non-infringement are hereby excluded to the greatest extent permitted by applicable law. 1.3 The BUYER acknowledges that any software or intellectual property rights attaching to the ASSET may not be the property of the COMPANY or capable of transfer by the COMPANY. The COMPANY is not in any way authorizing the use by the BUYER of such software or intellectual property rights and any use of such software or exploitation of intellectual property rights shall be at BUYER's sole risk. 1.4 Any illustrations, pictures or visuals provided by the COMPANY are for the convenience of the BUYER only. COMPANY has used its reasonable endeavors to ensure that the description of ASSET given by the COMPANY, its appointed agent or representative are accurate but the BUYER relies upon such description at BUYER's own risk. BUYER should satisfy itself prior to the sale as to the condition of the ASSET and should exercise and rely on their judgment as to whether the ASSET accord with its description at BUYER's own risk.
Sample 1
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The Asset. On the terms and subject to the conditions of this Agreement, Seller hereby agrees to sell, assign, transfer and deliver to Buyer, and Buyer hereby agrees to purchase, assume and accept from Seller, the Asset. The sale and purchase of the Asset shall be effected on the Closing Date (defined in Section 8.1), as more fully set forth herein. Nothing in this Agreement shall be construed as Buyer purchasing from Seller anything other than the Asset. Furthermore, both Parties acknowledge and agree that Buyer agrees to purchase the Asset to hold for future settlement or other disposition, and not for the primary purpose of commencing litigation or any dispute with respect to the Asset.
Sample 1
The Asset. The NFTs will be minted on the Algorand blockchain, or any other platform that may be determined to best serve EPOCH’s purposes. Each NFT will include access to download a playable stand-alone version of the exhibition. The digital asset to which the NFT points will be stored on the InterPlanetary File System (IPFS). As a backup measure, upon purchase Collector should download the digital file of the Asset and store it in a secure location. In the event that the link between the NFT and the Asset is broken or not properly functioning, Collector will have the Asset file with confirmation of its origin. It is imperative that Collector save this file and the transmittal email for provenance and proper recordkeeping. Additionally, in the event the link between the NFT and the Asset is broken or not properly functioning, Collector may contact EPOCH at xxxx@xxxxx.xxxxxxx and EPOCH will use reasonable efforts to remedy the situation in a fair and practicable manner.
Sample 1
The Asset. The Asset shall be sold "as is, where is" without representation or warranty of Seller as to good standing,reinstatement of good standing, adequacy or timeliness of filing requirements (whether state or federal, including the SEC, the State of Nevada, or any other governmental unit), or any other filing or compliance actions, or the type or number of outstanding shares. The Asset does not include any interest in any real or personal property of any nature, including any ownership position with respect to any subsidiaries.
Sample 1
The Asset. Representations Reviewer agrees, represents and warrants that the Asset Representations Reviewer has, and will continue to have, adequate administrative, technical, and physical safeguards designed to: (a) to ensure the security and confidentiality of all PII; (b) to protect against any anticipated threats or hazards to the security or integrity of PII; and (c) to protect against unauthorized acquisition of, access to or use of PII which could result in a “breach”
Sample 1
The Asset. 1.1 COMPANY agrees to sell to the BUYER and the BUYER agrees to purchase the ASSET as specified in Attachment A. 1.2 All ASSET are sold on “as-is, where-is and with all faults” basis. Any express or implied warranties including those as to the nature, quality, quantity, value or condition of the ASSET, merchantability, fitness for a particular purpose or non-infringement are hereby excluded to the greatest extent permitted by applicable law. 1.3 The BUYER acknowledges that any software or intellectual property rights attaching to the ASSET may not be the property of the COMPANY or capable of transfer by the COMPANY. The COMPANY is not in any way authorizing the use by the BUYER of such software or intellectual property rights and any use of such software or exploitation of intellectual property rights shall be at BUYER’s sole risk. 1.4 Any illustrations, pictures or visuals provided by the COMPANY are for the convenience of the BUYER only. The COMPANY has used its reasonable endeavors to ensure that the description of ASSET given by the COMPANY, its appointed agent or representative are accurate but the BUYER relies upon such description at BUYER’s own risk. BUYER should satisfy itself prior to the sale as to the condition of the ASSET and should exercise and rely on their judgment as to whether the ASSET is in accordance with its description at BUYER’s own risk.
Sample 1
The Asset. 1.1 COMPANY agrees to sell to the BUYER and the BUYER agrees to purchase the ASSET as specified in Attachment A. 1.2 All ASSET are sold on as is, where is and with all faults basis. Any express or implied warranties including those as to the nature, quality, quantity, value or condition of any asset, merchantability, fitness for a particular purpose or non-infringement are hereby excluded to the greatest extent permitted by applicable law. 1.3 Any illustrations, pictures or visuals provided by the COMPANY are for the convenience of the BUYER only. COMPANY has used its reasonable endeavors to ensure that the description of ASSET given by the COMPANY, its appointed agent or representative are accurate but the BUYER relies upon such description at BUYER’s own risk. BUYER should satisfy itself prior to the sale as to the condition of the ASSET and should exercise and rely on their judgment as to whether the ASSET is in accordance with its description at BUYER’s own risk.
Sample 1
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The Asset. Disposition Offer, in so far as it relates to the Notes, will remain open for a period of not less than 20 Business Days following its commencement or such shorter period of time required to comply with Section 14(e) of the Exchange Act ...
Sample 1

Related to The Asset

  • The Assets Except for the Permitted Encumbrances, at the Closing the Buyer shall receive good, clear, record and marketable title to the Assets, free and clear of all liens, liabilities, security interests and encumbrances of any nature whatsoever.

  • Title to the Assets (a) Corporation and its Subsidiaries have good title to all personal and movable properties owned by them, in each case, free and clear of any Lien other than (i) those described in Section 27(a) of the Corporation Disclosure Letter, (ii) those described in the Corporation Financial Statements, or (iii) Permitted Liens. (b) Except as disclosed in Section 27(b) of the Corporation Disclosure Letter, to the knowledge of Corporation, there are not any material defects, failures or impairments in the title of Corporation’s or its Subsidiaries’ respective material assets other than any Permitted Liens. Neither Corporation, nor any of its Subsidiaries is a party to any Contract to sell, transfer or otherwise dispose of any material interest in Corporation’s or its Subsidiaries’ assets. (c) Except as disclosed in Section 27(c) of the Corporation Disclosure Letter, to the knowledge of Corporation, none of Corporation or its Subsidiaries has, since its initial public offering, received any written notice that any of Corporation’s assets or the buildings and/or fixtures thereon, nor their use, operation or maintenance for the purpose of carrying on the business of Corporation and its Subsidiaries in the Ordinary Course violates any restrictive covenant binding upon Corporation or its Subsidiaries or any provision of any Law. (d) Corporation and its Subsidiaries do not own any real property. (e) Any real property and buildings held under lease by Corporation and its Subsidiaries (the “Leased Properties”) are held by them under valid, subsisting and enforceable and provide Corporation and its Subsidiaries the right to use all real property, including all fixtures and improvements situated thereon, and the right to use all equipment and personal property, tangible and intangible, in each case which is used in the operations of the business of such entity and which is necessary to conduct the business of such entity in the manner in which it is presently conducted. (f) There is not, with respect to the Leased Properties, (i) any material default by Corporation or any of its Subsidiaries, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by Corporation or any of its Subsidiaries or (ii) to the knowledge of Corporation, any existing material default by any other party to any lease in respect of the Leased Properties, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by any other party to any lease in respect of the Leased Properties. (g) To the knowledge of Corporation, there is no expropriation or similar proceedings, actual or threatened in respect of the Leased Properties or any part thereof.

  • Title to Partnership Assets Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner or Assignee, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner, one or more of its Affiliates or one or more nominees, as the General Partner may determine. The General Partner hereby declares and warrants that any Partnership assets for which record title is held in the name of the General Partner or one or more of its Affiliates or one or more nominees shall be held by the General Partner or such Affiliate or nominee for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use reasonable efforts to cause record title to such assets (other than those assets in respect of which the General Partner determines that the expense and difficulty of conveyancing makes transfer of record title to the Partnership impracticable) to be vested in the Partnership as soon as reasonably practicable; provided, further, that, prior to the withdrawal or removal of the General Partner or as soon thereafter as practicable, the General Partner shall use reasonable efforts to effect the transfer of record title to the Partnership and, prior to any such transfer, will provide for the use of such assets in a manner satisfactory to the General Partner. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which record title to such Partnership assets is held.

  • Commingling Assets The assets of your IRA cannot be commingled with other property except in a common trust fund or common investment fund.

  • The Receivables SECTION 3.01 Representations and Warranties of the Seller with Respect to the Receivables.......

  • The Equipment 9.1 The British Council Equipment shall remain the property of the British Council and shall be used by the Supplier in the performance of the Services and for no other purposes. 9.2 The British Council shall be responsible for the repair or replacement of the British Council Equipment unless the need for repair or replacement is caused by the Supplier’s failure to comply with clause 9.3 or by the negligence or default of the Supplier. 9.3 The Supplier shall maintain all of the British Council Equipment in good and serviceable condition (fair wear and tear excepted) and shall only use the British Council Equipment in accordance with the British Council Equipment manufacturers’ recommendations. 9.4 The Supplier shall be liable for any loss of or damage to any of the British Council Equipment caused by the negligence or default of the Supplier. 9.5 The Supplier shall not in any circumstances have any right to refuse to return to the British Council any of the British Council Equipment and shall take steps necessary to ensure that the title of the British Council and the British Council’s right to repossess the British Council Equipment are effectively brought to the attention of any third party dealing with any of the British Council Equipment.

  • Company Assets Executive acknowledges that no trustee, officer, director or shareholder of Company or any Affiliate is liable to Executive in respect of the payments or other matters set forth herein.

  • Title to Partnership Property All property owned by the Partnership, whether real or personal, tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually, shall have any ownership of such property. The Partnership shall hold its assets in its own name, except that its interests in Leases may be held in the name of the Program Manager as contemplated by the Program Agreement.

  • Contributed Property Notwithstanding any other provision of this Agreement, the Members shall cause depreciation and or cost recovery deductions and gain or loss attributable to Property contributed by a Member or revalued by the Company to be allocated among the Members for income tax purposes in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder.

  • Other Assets Sold Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall receive payment for and deliver other Assets for the account of a Fund as provided in Instructions.

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