Third Party Assets. Any machinery, equipment, tools, Inventory, tooling, dies, molds, patterns, jigs, gauges, production fixtures, special material handling equipment, customer dunnage and containers owned by an OEM or any other third party, including third party bailed assets, provided, however, that any Contracts, rights or licenses pertaining to such bailed assets and defined as part of the Acquired Assets will be transferred as such.
Third Party Assets. Those removable fixtures, personal property or intellectual property, as shown on the attached Schedule 2.3.2, owned by any of the following to the extent the same are not Affiliates of any of the Sellers: (i) the supplier, vendor, licensor or other party under any Contracts, Licenses and Permits, or Plans and Specifications, (ii) the tenant under any space leases at the Real Property, or (iii) any employees or any guests or customers of the Business (collectively, the “Third Party Assets”).
Third Party Assets. Except: (a) as prohibited by law; (b) in the case of an Emergency; or (c) for agreements that have an annual cost of less than $250,000.00; prior to the Operator’s executing any contract or other arrangement for the use of Midstream Assets within the AM1 that are not AM1 Midstream Assets, the Operator will submit a Ballot to the System Owners along with specific descriptions, plans, economics and reasonable details of the expenditures to be made for using third party midstream assets. Approval for capital expenditures associated with such agreements must be approved by Supermajority Vote in accordance with paragraph 18. Notwithstanding anything to the contrary in this Agreement each System Owner hereby approves the compression commitments described in Exhibit “6.6” that are currently in place.
Third Party Assets. 6.1 The Purchaser acknowledges that the Assets or some of them may be subject to Third Party Claims and in respect of such assets the Purchaser warrants that:
6.1.1 it will hold such Assets separate from any assets in its ownership and shall not sell, lease, charge, encumber or otherwise dispose of the same nor any interest therein and shall keep the same in the same repair and condition as at the date hereof; and
6.1.2 upon written request of the Insolvency Practitioner the Purchaser shall either return the Assets listed or refered to in such request to the Insolvency Practitioner or, at the option of the Insolvency Practitioner, deal with the Supplier or other third party in respect of any Third Party Claim affecting the Assets; and
6.1.3 the Purchaser will not be entitled to rescind this Agreement or claim any repayment of the Purchase Price or any compensation in respect of any Third Party Claim.
6.2 The Purchaser will keep the Vendor and the Insolvency Practitioner indemnified against all costs claims demands and expenses arising out of or in connection with any Third Party Claim and/or any failure by the Purhcaser to honour its obligations contained in this clause
Third Party Assets. 9.1 The Seller shall permit the Buyer to use Third Party Assets as licensee without any fee payable (save where this would be in breach of the rights of any third parties or would constitute an act of conversion) from Completion and the Buyer undertakes to the Seller and the Administrators that unless and until it becomes the absolute owner of a Third Party Asset it will:
(a) not hold itself out as the owner of such Third Party Asset nor sell, offer for sale, assign, charge or create any lien on it and it shall keep it in its own possession in as good a condition as it was at Completion; and
(b) deliver possession of Third Party Assets to the owner of such property on reasonable notice by the owner.
9.2 The Buyer undertakes to keep the Seller and the Administrators fully and completely indemnified against all actions, proceedings, claims, demands, penalties and expenses whatsoever, which may arise as a result of the Buyer utilising or taking possession of any Third Party Asset delivered to the Buyer pursuant to this Agreement.
9.3 Insofar as any of the Sale Assets are or shall be found to be subject to a valid reservation of title claim the Buyer agrees upon demand and at its cost to deliver possession of such assets to the Administrators or at the direction of the Administrators to the owners of the same.
9.4 Without prejudice to the foregoing terms of this clause 9, if the Buyer wishes to make use of any Third Party Asset, the Buyer shall be solely responsible for approaching the owner and obtaining such owner's agreement provided only that if the Buyer wishes to have any lease (or hire purchase or similar contract) of the Third Party Assets assigned or novated to it, the Seller will join in an appropriate form of assignment or novation, subject to the Buyer paying the costs of such assignment or novation and obtaining any necessary consent of the owner.
Third Party Assets. Any removable fixtures, personal property or intellectual property owned by any Resident and any third-parties, and more particularly set forth on the attached Schedule 2.3.2 to the extent the same are located other than in Resident rooms;
Third Party Assets. [To be provided by the Seller within 10 days following the Effective Date] SCHEDULE 2.3.2 - 1
Third Party Assets. Those removable fixtures, personal property, or intellectual property, owned by any of the following to the extent the same are not Affiliates of Sellers: (a) the supplier, vendor, licensor, or other party under any Contracts or Licenses and Permits; (b) the tenant under any Tenant Leases; (c) any employees or any guests or customers of tenants under Tenant Leases; or (d) those items of personal property owned by Managers and listed on the attached Schedule 2.3.2;
Third Party Assets. (1) The Buyer acknowledges that the provision of Transition Services may require that it has access to software licensed by, or equipment leased by, CHH or a Related Company of CHH from a third party.
(2) Subject to clause 5.3(3), CHH shall grant or shall procure that a Related Company of CHH will grant to the Buyer a sub-licence or sub-lease, as applicable, under rights CHH may have, if any, in such third party software or equipment, but only to the extent necessary to effect the provision of Transition Services and only to the extent that CHH or its Related Company has the right to grant such sub-license or sub-lease, provided that CHH shall not be responsible for any failure of or defects in such third party software or equipment.
(3) To the extent that CHH or its Related Company requires the consent of the counterparty to any licence or lease in order to grant to the Buyer a sub-licence or sub-lease, and that consent is not obtained before Completion, CHH or its Related Company will continue to use reasonable endeavours to obtain such consent. CHH will have no obligation under this agreement to provide the relevant Transition Services for which the sub-license or sub-lease is required unless and until that consent is obtained.
(4) The Buyer must comply with any disclosed terms and conditions of any third party licences or leases sub-licensed or sub-leased to it by CHH pursuant to clause 5.3(2) and the Buyer shall indemnify CHH against all loss or damage incurred or suffered by CHH or any of its Related Companies arising out of a breach by the Buyer of its obligations under this clause or any use by the Buyer of any software or equipment where CHH is not able to grant or procure the grant of a sub-licence or sub-lease and this has been notified by CHH to the Buyer in writing.
Third Party Assets. Schedule 2.3.2 sets forth a true, correct and complete list of the Third Party Assets.
