Excluded Assets. Except for the TFF Assets, the Company shall not acquire, and the Contributor shall retain, all remaining assets of the Contributor.
General Assets Each Participating Employer will pay, from its general assets, the distribution of the Participant’s Account under [Section 5], and all costs, charges and expenses relating thereto.
Borrower Assets. With respect to each Receivable and the 2023-1B SUBI Certificate, the Borrower will: # acquire such Receivable and the 2023-1B SUBI Certificate pursuant to and in accordance with the terms of the Second Tier Purchase Agreement, # take all action necessary to perfect, protect and more fully evidence the Borrower’s ownership of such Receivable and the 2023-1B SUBI Certificate, including # filing and maintaining effective financing statements (Form UCC-1) listing as debtor in all necessary or appropriate filing offices (and will cause to obtain similar financing statements from each Originator from which it acquired the Receivables), and filing continuation statements, amendments or assignments with respect thereto in such filing offices, # registering the 2023-1B SUBI Certificate in the name of the Borrower and delivering the 2023-1B SUBI Certificate to the Administrative Agent, endorsed in blank, and # executing or causing to be executed such other instruments or notices as may be necessary or appropriate and # take all additional action that the Administrative Agent or any Lender may reasonably request, including the filing of financing statements (Form UCC-1) listing the Administrative
Excluded Assets. Purchaser expressly understands and agrees that it is not purchasing or acquiring, and is not selling or assigning the following assets or properties of , (the “Excluded Assets”):
Plan Assets. Each Lender as of the Closing Date represents and warrants as of the Closing Date to the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of the Borrower, that such Lender is not and will not be # an employee benefit plan subject to Title I of ERISA, # a plan or account subject to Section 4975 of the Code; # an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code; or # a “governmental plan” within the meaning of ERISA.
Transferred Assets. The definition of Transferred Assets in [Section 1.01(a)] of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Purchased Assets. The Assets to be purchased from Sellers shall be limited to the following:
Aircraft Maintenance. AEP shall, at its own expense, cause the Aircraft to be inspected, maintained, serviced, repaired, overhauled, and tested in accordance with FAR Part 91 so that the Aircraft will remain in good operating condition and in a condition consistent with its airworthiness certification. Performance of maintenance, preventive maintenance or inspection shall not be delayed or postponed for the purpose of scheduling the Aircraft unless such maintenance or inspection can safely be conducted at a later time in compliance with applicable laws, regulations and requirements, and such delay or postponement is consistent with the sound discretion of the pilot-in-command. In the event that any maintenance is required that will interfere with User's requested or scheduled flights, AEP or AEP's pilot-in-command, shall notify User of the maintenance required, the effect on the ability to comply with User's requested or scheduled flights and the manner and time and date in which the parties may later conduct such flight(s), if at all.
Disposal of Assets. Other than Permitted Dispositions or transactions expressly permitted by [[Sections 6.3 or 6.9]9]]9], Parent shall not, nor shall it permit any Restricted Subsidiary to, convey, sell, lease, license, assign, transfer, or otherwise dispose of any of its or their assets.
Title to Assets. Each of SRSG and Merger Sub has good and marketable title to all of its Assets and Properties or interests in Assets and Properties reflected in the SRSG Financial Statements or acquired after the date of the SRSG Financial Statements, except for any liens for current Taxes not yet due and payable and except for liens, encumbrances, security interests and imperfections of title disclosed in [Section 3.21 of Schedule A], which liens, encumbrances, security interests and imperfections of title do not and will not # materially detract from or interfere with the use of the Assets and Properties subject thereto or affected thereby, or # otherwise materially impair business operations involving such Assets and Properties.
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