Acquired Assets and Liabilities definition

Acquired Assets and Liabilities has the meaning set forth in Section 2.1.
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Acquired Assets and Liabilities means the assets and liabilities of the Seller listed immediately below that are being purchased by Buyer under this Agreement: - 420 International Corp. all assets, liabilities and ongoing obligations.
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Acquired Assets and Liabilities mean, collectively, the Purchased Property and Assumed Liabilities.
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Examples of Acquired Assets and Liabilities in a sentence

  • Xxxxxx wishes to assign, transfer and convey, and SAI wishes to accept and assume, effective immediately upon Closing, the Acquired Assets and Liabilities pursuant to the terms and conditions and subject to the limitations set forth in this Agreement and Xxxxxx and SAI desire to evidence such conveyance of the Acquired Assets and Liabilities.

  • Acquired Assets and Liabilities Including Intangible Assets and GoodwillThe Company accounts for business combinations using the acquisition method, under which it allocates the excess of the purchase price of business acquisitions over the fair value of identifiable net assets acquired to goodwill.

  • The Net Book Value of the Company's Acquired Assets and Liabilities shall mean the tangible assets of the Company, less Adjusted Current Liabilities, calculated pursuant to GAAP.

  • This Agreement provides for the arrangement between the parties hereto as to the indemnification rights and obligations of the parties hereto with respect to the Sold Assets and Liabilities and the Acquired Assets and Liabilities.

  • Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except to such wholly-owned subsidiary of Buyer to whom the Acquired Assets and Liabilities may be sold, and except for such rights as shall inure to a successor or permitted assignee pursuant to this Section 13.9.

  • For the purposes of this Agreement, a “Material Adverse Effect on the Business” means any and all material adverse change(s) in, or material adverse effect(s) on, the assets, prospects, liabilities, financial condition, business or operations of the Acquired Assets and Liabilities or the Business.

  • The Net Book Value of the Company's Acquired Assets and Liabilities shall mean the tangible Assets of the Company, less Adjusted Current Liabilities, calculated pursuant to GAAP.

  • The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Net Book Value of the Company's Acquired Assets and Liabilities, as reflected on the Closing Balance Sheet, is less than $1,275,000 on the Closing Date (the "Closing Net Book Value Amount").

  • Except as expressly set forth in this Section 2, the Acquired Assets and Liabilities assigned by Valentis pursuant to this Agreement are provided “AS IS” without any warranty, express, implied or statutory and Valentis expressly disclaims any warranty of title, non-infringement, fitness for a particular purpose or merchantability with respect to any Acquired Asset assigned or delivered pursuant to this Agreement.

  • The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Net Book Value of the Company's Acquired Assets and Liabilities, as reflected on the Closing Balance Sheet, is less than $2,000,000 on the Closing Date (the "Closing Net Book Value Amount").


More Definitions of Acquired Assets and Liabilities

Acquired Assets and Liabilities means the assets and liabilities of the Seller listed immediately below that are being purchased by Buyer under this Agreement: - Integrity Aviation and Leasing LLC assets, liabilities and ongoing contracts and obligations.
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Related to Acquired Assets and Liabilities

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Transferred Liabilities has the meaning ascribed to such term in the Separation Agreement.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Environmental Costs and Liabilities means any and all losses, liabilities, obligations, damages, fines, penalties, judgments, actions, claims, costs and expenses (including, without limitation, fees, disbursements and expenses of legal counsel, experts, engineers and consultants and the costs of investigation and feasibility studies and remedial activities) arising from or under any Environmental Law or order or contract with any Governmental Authority or any other Person.

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Retained Assets has the meaning set forth in Section 2.2.

  • related liabilities means liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets and liabilities that are secured by financial assets;

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised;

  • Covered Liabilities as defined in Subsection 11.23.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.

  • Consolidated Liabilities means, as at any date of determination, all liabilities of the Borrower and its Subsidiaries as of such date classified as liabilities in accordance with GAAP and determined on a Consolidated basis.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Related Liability with respect to any Asset means any liability existing and reflected on the Accounting Records of the Failed Bank as of Bank Closing for (i) indebtedness secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting such Asset, (ii) ad valorem taxes applicable to such Asset, and (iii) any other obligation determined by the Receiver to be directly related to such Asset.