Venture Property Sample Clauses

Venture Property. Each Xxxxx Party has validly and effectively transferred and contributed to the Venture all property, rights and assets acquired by any Xxxxx Party from MMG and TVG pursuant to the LOI, the Joint Venture Agreement and the Technology Transfer Agreement, in each case in such form and in such condition as was received by such Xxxxx Party. Such transfer and contribution was (and is) made by such Xxxxx Party free and clear of any Liens created or permitted by any Xxxxx Party but without recourse (except as to such Xxxxx Party's own actions) and without any representation or warranty as to title or fitness for use. No Xxxxx Party has or claims any interest in any such property, rights or assets. The representation and warranty of each Xxxxx Party made in this Section 5.4 includes, but is not limited to, all right, title and interest of any Xxxxx Party in and to the following property, rights and assets: (a) All Products and Additional Products. (b) All of the property and assets listed in paragraphs 1 and 2 of Schedule C to the Joint Venture Agreement. (c) All intellectual property created by MMG or TVG for any Xxxxx Party as work made for hire and any modifications, developments or enhancements thereto. (d) All ownership and proprietary rights to Off-Reservation Bingo Play and any modifications, developments, or enhancements thereto, including Proxy Play software, telephone order entry software, TV Bingo game shows, subcontracts for proxy service and TV Bingo market research. (e) All ownership and proprietary rights to the TV MegaBingo Business, the AGN Xxxxxxx Xxxx Bingo Business, the AGN Web Site and the AGN On-Line Services, and any modification, developments or enhancements thereto. (f) All ownership and proprietary rights to TV MegaBingo Business Intellectual Property and any modifications, developments or enhancements thereto. Notwithstanding the foregoing, the MMG Parties and the Venture acknowledge and agree that the Xxxxx Parties have no further obligation to transfer or contribute to the Venture any GPPV-Developed Products.
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Venture Property. Subject to the terms and conditions of this Agreement and pursuant to O.C.G.A. §§ 32-3-1, 32-3-3, and 36-9-3, Venture shall, at the consummation of the exchange contemplated by this Agreement, transfer, grant, assign, deliver, and convey to County, and County shall acquire, accept, and assume from Venture all right, title, and interest of Venture in and to the Venture Property.
Venture Property. Each Grafx Xxxty has validly and effectively transferred and contributed to the Venture all property, rights and assets acquired by any Grafx Xxxty from MMG and TVG pursuant to the LOI, the Joint Venture Agreement and the Technology Transfer Agreement, in each case in such form and in such condition (a) All Products and Additional Products. (b) All of the property and assets listed in paragraphs 1 and 2 of Schedule C to the Joint Venture Agreement. (c) All intellectual property created by MMG or TVG for any Grafx Xxxty as work made for hire and any modifications, developments or enhancements thereto. (d) All ownership and proprietary rights to Off-Reservation Bingo Play and any modifications, developments, or enhancements thereto, including Proxy Play software, telephone order entry software, TV Bingo game shows, subcontracts for proxy service and TV Bingo market research. (e) All ownership and proprietary rights to the TV MegaBingo Business, the AGN Charxxx Xxxx Xxxgo Business, the AGN Web Site and the AGN On- Line Services, and any modification, developments or enhancements thereto. (f) All ownership and proprietary rights to TV MegaBingo Business Intellectual Property and any modifications, developments or enhancements thereto. Notwithstanding the foregoing, the MMG Parties and the Venture acknowledge and agree that the Grafx Xxxties have no further
Venture Property. All property transferred by the Venturers to ----------------- the Venture as contributions to capital and any other property subsequently acquired, by purchase or otherwise, on account of the Venture shall be the property of the Venture.
Venture Property. Subject to the provisions of Article 4 hereof, all property, tangible and intangible, acquired or developed with funds of the Venture, shall constitute property of the Venture, whether or not such property is held in the name of the Venture or of an individual Party. Any property of a Party that is made available for use by the Venture shall remain the property of such Party, and such Party shall not be compensated for the use thereof unless otherwise agreed by a majority in interest of the Parties.

Related to Venture Property

  • Cooperative Property The real property and improvements owned by the Cooperative Corporation, that includes the allocation of individual dwelling units to the holders of the Cooperative Shares of the Cooperative Corporation.

  • B8 Property Where the Client issues Property free of charge to the Contractor such Property shall be and remain the property of the Client and the Contractor irrevocably licences the Client and its agents to enter upon any premises of the Contractor during normal business hours on reasonable notice to recover any such Property. The Contractor shall not in any circumstances have a lien or any other interest on the Property and the Contractor shall at all times possess the Property as fiduciary agent and bailee of the Client. The Contractor shall take all reasonable steps to ensure that the title of the Client to the Property and the exclusion of any such lien or other interest are brought to the notice of all sub-contractors and other appropriate persons and shall, at the Client’s request, store the Property separately and ensure that it is clearly identifiable as belonging to the Client.

  • Partnership Property All property, real, personal, tangible, intangible, or mixed, acquired by or contributed to the Partnership shall be owned by the Partnership and titled in its name and such property shall not be owned individually by any Partner. Each Partner acknowledges and agrees that the System and all elements thereof, are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Proprietary Marks are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Partnership shall not acquire or own any land or buildings. Any land or buildings used in the Partnership business shall be acquired and owned by the Company or an Affiliate of the Company and leased to the Partnership at reasonable rates and terms, and such land and buildings shall not be Partnership property.

  • Exclusive Property The Executive confirms that all protected information is and shall remain the exclusive property of the Company Group. All business records, papers and documents kept or made by the Executive relating to the business of the Company shall be and remain the property of the Company Group.

  • INCOME FROM IMMOVABLE PROPERTY 1. Income derived by a resident of a Contracting State from immovable property (including income from agriculture or forestry) situated in the other Contracting State may be taxed in that other State. 2. The term "immovable property" shall have the meaning which it has under the law of the Contracting State in which the property in question is situated. The term shall in any case include property accessory to immovable property, livestock and equipment used in agriculture and forestry, rights to which the provisions of general law respecting landed property apply, usufruct of immovable property and rights to variable or fixed payments as consideration for the working of, or the right to work, mineral deposits, sources and other natural resources; ships and aircraft shall not be regarded as immovable property. 3. The provisions of paragraph 1 shall apply to income derived from the direct use, letting, or use in any other form of immovable property. 4. The provisions of paragraphs 1 and 3 shall also apply to the income from immovable property of an enterprise and to income from immovable property used for the performance of independent personal services.

  • Condominiums/Planned Unit Developments If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project such Mortgage Loan was originated in accordance with, and the Mortgaged Property meets the guidelines set forth in the Originator's Underwriting Guidelines;

  • Property All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

  • Community Property Each spouse individually is bound by, and such spouse’s interest, if any, in any Optioned Shares is subject to, the terms of this Agreement. Nothing in this Agreement shall create a community property interest where none otherwise exists.

  • Real Property; Assets (a) Neither the Company nor any of its Subsidiaries currently owns any real property and, since January 1, 2014, have not owned any real property. (b) Section 4.17(b) of the Company Disclosure Letter sets forth as of the date hereof a true, correct and complete list of all leases, subleases, licenses, occupancy and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default on the part of the Company or, if applicable, any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and subject to the Enforceability Exceptions, the Company and each of its Subsidiaries have good and valid leasehold interests in each parcel of real property leased by them free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property leases. (c) The Company and its Subsidiaries have good and marketable title to all of the assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Reports filed prior to the date hereof (except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet) free and clear of any Liens, except for Permitted Liens. All material items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are adequate for the uses to which they are being put, are, in all material respects, in good operating condition and repair (ordinary wear and tear and ongoing maintenance excepted).

  • Project 3.01. The Recipient declares its commitment to the objectives of the Project. To this end, the Recipient shall carry out the Project in accordance with the provisions of Article IV of the General Conditions.

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