Residual Knowledge. Notwithstanding any provision to the contrary set forth in this Agreement, Confidential Information will not include any knowledge, technique, experience, or Know-How that is retained in the unaided memory of any authorized representative of the receiving Party after having access to such Confidential Information (“Residual Knowledge”). Any use made by the receiving Party of any such Residual Knowledge is on an “as is, where is” basis, with all faults and all representations and warranties disclaimed and at its sole risk.

Residual Interest Conveyance. The Borrower will not transfer any interest or residual interest in # its rights to receive amounts pursuant to [Section 2.07(a)(xii) or (ii)])] its membership or other equity interests.

Residual Interest Conveyance. The Borrower will not transfer any interest or residual interest in # its rights to receive amounts pursuant to [Section 2.08(a)(xii) or (ii)])] its membership or other equity interests.

Conveyance. Seller agrees to sell, convey and assign (or cause to be sold, conveyed and assigned) to Buyer, and Buyer agrees to purchase, accept and assume on the Closing Date, subject to the terms and conditions of this Agreement, # all of the Membership Interests of the Property Owners held by Seller, free and clear of all liens, security interests, encumbrances, proxies, voting agreements, options and claims of any other persons whatsoever, and # all of the Properties owned by the Property Owners, and indirectly, by the Sellers.

Residual Distributions. If calculation of the amount of any credit to a Participant’s Deferred Compensation Account is not administratively practicable due to events beyond the control of the Employer, payments may be made to the Participant for residual amounts contributed to or remaining in a Deferred Compensation Account after payments under the provisions of this [Section 7] have commenced or been completed. The residual amount shall be credited to the Deferred Compensation Account when the calculation of the amount becomes administratively practicable. Examples of residual amounts include, but are not limited to, additional investment returns credited after payment (due to dividends or pricing changes) or additional contributions made after payment (such as an annual bonus deferral or an Employer Credit). Payments that would have been made had the residual amount been calculable at the benefit commencement date shall be made up as soon as practicable after crediting to the Deferred Compensation Account, in no case later than the end of the year in which calculation of the amount becomes administratively practicable.

Residual Knowledge Exception. Notwithstanding any provision of this Agreement to the contrary, Confidential Information will not include Residual Knowledge. Any use made by the Receiving Party of Residual Knowledge is on an “as is, where is” basis, with all faults and all representations and warranties disclaimed and at its sole risk.

Residual Knowledge Exception. Notwithstanding any provision of this Agreement to the contrary, and subject to the terms and conditions of any pre-existing exclusive license granted by either Party to one or more Third Parties, Confidential Information will not include Residual Knowledge. Any use made by the Receiving Party of Residual Knowledge is on an “as is, where is” basis, with all faults and all representations and warranties disclaimed and at its sole risk. Notwithstanding the foregoing, nothing in this [Section 12.4] shall # affect the obligations of either Party with respect to confidentiality obligations of Confidential Information under Article XII; # constitute, or be deemed to result in, a license under any Technology or other intellectual property right; or # affect any other rights or remedies a Party may have under this Agreement or otherwise.

Conveyance. Tenant hereby assigns, transfers and conveys to the applicable Landlord # all of Tenant’s “Personal Property” as defined in the Lease, and # all of Tenant’s right, title and interest (including beneficial interests), if any, in and to the “Leased Property” as defined in the Lease. Landlord agrees to accept all such Personal Property and Leased Property “as is, where is” in its current condition with all defects. On the Termination Effective Date, Tenant shall give up possession of the Facilities and Landlord shall accept and possession of the Facilities, as well as all other assignments, transfers, and conveyances contemplated by this Agreement.

Residual Interest Conveyance. The Borrower will not transfer any interest or residual interest in # its rights to receive amounts pursuant to [Section 2.07(a)(xii) or (ii)])] its membership or other equity interests.

. Borrower # has not entered into the Loan or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and # believes that it has received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the Loan contemplated by the Loan Documents, the fair saleable value of Borrower’s assets exceed as of the date hereof and will, immediately following the execution and delivery of the Loan Documents, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of Borrower’s assets as of the date hereof is and will, immediately following the execution and delivery of the Loan Documents, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. Borrower’s assets as of the date hereof do not and, immediately following the execution and delivery of the Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of Borrower).