Surplus Assets Sample Clauses

Surplus Assets. After payment in full of all Plan benefits in accordance with the Plans and payment of all expenses of administration of the Trust, including any fees that may be expected to be incurred in terminating the Trust, the Trustee shall deliver to the Company any remaining surplus assets of the Trust Fund.
Sample 1
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Surplus Assets. The Vendor must ensure that: (a) immediately prior to the Adjustment Date, the Company has no assets which do not relate to the operation of the Business (Surplus Assets); and (b) to the extent that any Surplus Assets are disposed of by the Company between the date of this agreement and the Adjustment Date, that disposal must occur on arm’s length commercial terms.
Sample 1
Surplus Assets. A copy of any contract entered into by the Company or any Subsidiary Guarantor to sell or otherwise dispose of any of the assets included in the appraisal referred to in subsection_5.01(f); (r) AIP Purchase.
Sample 1
Surplus Assets. On the date of each and every Prepayment Event with respect to the Surplus Assets (and on any date thereafter on which proceeds pertaining thereto are received by any Loan Party), Borrowers shall be required to prepay the outstanding principal balance of the Term Loan B and after the outstanding principal balance of the Term Loan B is paid in full Borrowers shall be required to prepay the outstanding principal balance of the Revolving Loans (without a corresponding reduction in Revolving Loan Commitments) and after the outstanding principal balance of the Revolving Loans has been reduced to zero Borrowers shall be required to prepay the unpaid principal balance of the M&E Term Loans, in each case without any demand or notice from Agent, any Lender or any other Person, all of which is hereby expressly waived by each Borrower, in the amount of 100% of the proceeds (net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates of any Loan Party) received by any Loan Party with respect to such Prepayment Event or Prepayment Events; provided that, after payment in full of the Term Loan B, no prepayment shall be required pursuant to this clause (1) unless the aggregate amount of such proceeds received by any Loan Party in any Fiscal Year exceeds $1,500,000.
Sample 1
Surplus Assets. For a period of six (6) months following the Closing Date, Buyer shall have an option to purchase from Seller certain Excluded Assets, which shall be identified on Schedule 2.2(i) as being subject to this Section 5.13, upon providing Seller with a notice identifying such Excluded Assets and the applicable purchase price. Nothing herein contained shall be construed to restrict the Buyer's ability to sell such Excluded Assets to a Third Party provided that if Seller receives an offer from a Third Party to acquire any such Excluded Assets, Seller shall notify Buyer and Buyer shall have five (5) Business Days to provide Seller with a notice of its intention to purchase all or a portion of such Excluded Assets. Buyer's option shall terminate in the event that such Excluded Assets are lost, substantially damaged or LUCENT TECHNOLOGIES/CELESTICA
Sample 1
Surplus Assets. (a) If the Actuary in a re port has advised the Trustee or the Trustee is otherwise satisfied that the value of the assets of the Employer Sub-Plan exceeds the value of the liabilities of the Employer Sub-Plan (excess amount), the Trustee on the advice of the Actuary and subject to the Relevant Law: (i) may apply the excess amount to reduce the contributions to the Employer Sub-Plan of the Participating Employer and/or another Employer approved by the Participating Employer; (ii) with the consent of th e Participating Employer, may determine that the excess amount be applied in any one or more of the following ways: (A) in reducing the contrib utions of Members; (B) increasing the benefit s payable under the Employer Sub-Plan; (C) by being repaid to the Participating Employer or to another Employer approved by the Participating Employer; (D) to a reserve account fo r the Employer Sub-Plan; or (E) for any other purpose . (b) Except to the extent t hat the excess amount is subject to a determination made under rule 1.6(a), the Bank may treat the excess amount in the books of the Bank as an asset of the Employer Sub-Plan on the basis that it constitutes a prepayment of the Participating Employer's contributions to the Employer Sub-Plan.
Sample 1

Related to Surplus Assets

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Gross Asset Value The term "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

  • Investment Assets Those assets of the Fund as the Advisor and the Fund shall specify in writing, from time to time, including cash, stocks, bonds and other securities that the Advisor deposits with the Custodian and places under the investment supervision of the Sub-Advisor, together with any assets that are added at a subsequent date or which are received as a result of the sale, exchange or transfer of such Investment Assets.

  • Retained Assets Notwithstanding any other provision of this Agreement, the transactions contemplated by this Agreement exclude each and every right, title, interest or other asset in any way relating to the matters described below to the extent in any way owned by, or that in any way accrued to the benefit of, any Acquired Company (other than those actually owned by the Javelina Partnerships) (including their respective successors) prior to the Closing Date (all of which are referred to as the “Retained Assets”): (i) Retained Electronic Data; (ii) the Xxxx Marks; (iii) any refunds from taxing authorities attributable to any period before the Effective Time; (iv) all books, records, work papers, Tax Returns, etc., relating to Taxes; (v) all insurance policies or other agreements of insurance that relate to the assets or businesses of any of such Acquired Company, except with respect to any claims made prior to the Effective Time; and (vi) any files, records, contracts or other documents of the Seller or any of its Affiliates relating to any analysis of the Buyer’s bid or offer and any analysis of any other bids or offers with respect to any such Acquired Company or all or any part of such Acquired Company Assets, including those in competition with the Buyer’s bid or offer. Prior to the Closing Date, the Seller shall cause any such Acquired Company to transfer, for or without consideration, the Retained Assets to the Seller, any of its Affiliates or any designee. Notwithstanding anything to the contrary provided elsewhere in this Agreement, the term Acquired Company Assets does not include (and similar terms or phrases contained in the Transaction Agreements shall not include) the Retained Assets, and, accordingly, the Seller’s representations, warranties and covenants shall not apply to the Retained Assets. For the avoidance of doubt, but without limiting the generality of the foregoing, neither the Seller nor any of its Affiliates is assuming or otherwise becoming responsible for any Obligation pursuant to this Section 2(f); provided, however, that the Seller is providing the indemnification specified in Section 8(b)(vii)(B) relating to the Retained Assets.

  • Average Invested Assets For a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.

  • Excluded Assets The Purchased Assets shall not include any of the following property and assets (collectively, the “Excluded Assets”): (a) all book debts and other debts due or accruing due to Seller prior to the Closing Time and the benefit of all security for such accounts, notes and debts, other than Accounts Receivable; (b) receivables owing to the Seller or a Subsidiary (other than CCSC) relating to the Real Time Transaction; (c) all cash on hand, cash equivalents, and bank deposits of the Seller or a Subsidiary (other than CCSC); (d) all Short Term Investments of the Seller or a Subsidiary (other than CCSC); (e) all minute books and stock ledgers of the Seller or a Subsidiary (other than CCSC); (f) all Indebtedness to the Seller of any Affiliate or Subsidiary of the Seller; (g) all personnel records that the Seller or a Subsidiary is required by Applicable Law to retain in its possession; (h) all sponsorship obligations of the Seller under Employee Plans, Pension Plans, and Statutory Plans; (i) all income Tax installments paid by the Seller or a Subsidiary and the right to receive any refund of income Taxes paid by the Seller or a Subsidiary; (j) Georgia State research and development tax credits receivables; (k) Georgia State research and development deferred income; (l) all equity or other ownership interests in Subsidiaries of the Seller other than CCSC; (m) the Contracts described in Schedule 2.2(m) (the “Excluded Contracts”); and (n) the leases described in Schedule 2.2(n) (the “Excluded Leases”).

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

  • Remaining Assets In the event that the School closes, the School shall return any remaining public assets to the State, provided that any outstanding obligations of the School are fulfilled first pursuant to Sec. 302D-19, HRS.

  • Collection of Taxes, Assessments and Similar Items; Escrow Accounts (a) To the extent required by the related Mortgage Note and not violative of current law, the Master Servicer shall establish and maintain one or more accounts (each, an "Escrow Account") and deposit and retain therein all collections from the Mortgagors (or advances by the Master Servicer) for the payment of taxes, assessments, hazard insurance premiums or comparable items for the account of the Mortgagors. Nothing herein shall require the Master Servicer to compel a Mortgagor to establish an Escrow Account in violation of applicable law. (b) Withdrawals of amounts so collected from the Escrow Accounts may be made only to effect timely payment of taxes, assessments, hazard insurance premiums, condominium or PUD association dues, or comparable items, to reimburse the Master Servicer out of related collections for any payments made pursuant to Sections 3.01 hereof (with respect to taxes and assessments and insurance premiums) and 3.09 hereof (with respect to hazard insurance), to refund to any Mortgagors any sums determined to be overages, to pay interest, if required by law or the terms of the related Mortgage or Mortgage Note, to Mortgagors on balances in the Escrow Account or to clear and terminate the Escrow Account at the termination of this Agreement in accordance with Section 9.01 hereof. The Escrow Accounts shall not be a part of the Trust Fund. (c) The Master Servicer shall advance any payments referred to in Section 3.06(a) that are not timely paid by the Mortgagors on the date when the tax, premium or other cost for which such payment is intended is due, but the Master Servicer shall be required so to advance only to the extent that such advances, in the good faith judgment of the Master Servicer, will be recoverable by the Master Servicer out of Insurance Proceeds, Liquidation Proceeds or otherwise.

  • Fixed Assets 13 2.11 Leases.......................................... 13 2.12 Change in Financial Condition and Assets........ 14 2.13

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