ACS Assets definition

ACS Assets means the tangible and intangible assets owned, leased or held by ACS or any of its Affiliates (including the Purchased Assets) and used primarily in connection with the conduct of the ACS Wireless Activities, including the assets described in Section 2.2(a) through (k) but excluding the Excluded Assets described in Section 2.4.
View Source
ACS Assets means the “ACS Assets”, as such term is defined in the Contribution Agreement.
View Source
ACS Assets means the ACS Subscriber Assets and ACS Network Assets, and, for the avoidance of doubt, shall not include the ACS AWN Interest.
View Source

Examples of ACS Assets in a sentence

  • ACS shall contribute and cause each of its Affiliates to contribute all of the ACS Assets to the ACS Member prior to the Closing.

  • Any lien searches that shall have been obtained by GCI, at its expense, shall disclose no Liens on any material ACS Assets other than Permitted Liens.

  • The risk of any loss, damage or impairment, confiscation or condemnation of any of the ACS Assets from any cause whatsoever shall be borne by ACS at all times prior to the completion of the Closing (and prior to the Transition Completion Date with respect to the Transition Contracts and prior to the Assumed Leases Assumption Date with respect to the Assumed Leases and the Leased Property pursuant to any Assumed Leases) as and to the extent provided in Section 11.

  • Any subsequent allocation necessary as a result of an adjustment to the consideration to be paid hereunder shall be determined by the Parties in a manner consistent with the Allocation Schedule; provided, however, that any adjustment to the Purchase Price pursuant to Section 2.3(a) shall relate solely to the AWN Interest, and any adjustment to the Purchase Price pursuant to any other provision of Section 2.3 shall relate solely to the ACS Assets.

  • Such Person and its Affiliates have all requisite power (i) to own, lease, and use the ACS Assets as presently owned, leased, and used, (ii) to conduct the ACS Wireless Activities as presently conducted, (iii) to hold the ACS AWN Interest, and (iv) to execute, deliver, and perform this Agreement and the documents contemplated hereby according to their respective terms.

  • To the best of such Person’s Knowledge there are no pending written complaints by customers or other users of such Person’s or any of its Affiliates’ services that, individually or in the aggregate, would reasonably be expected to materially and adversely affect the ACS Assets, the financial condition of the ACS Wireless Activities or the ACS AWN Interest.

  • Use its commercially reasonable efforts to maintain its systems and software used in the ACS Wireless Activities and included in the ACS Assets in a manner consistent with generally accepted industry standards.

  • Except for the Consents described in Schedule 4.5, no Consent with respect to an Assumed Contract (other than a Subscriber Contract) or a material Contract is required to be obtained by any member of the ACS Group (i) to consummate this Agreement and the Transactions or (ii) to permit such Person to assign or transfer the ACS Assets and the ACS AWN Interest as contemplated hereby.

  • After giving effect to the Transactions, such Person and each of its Affiliates that is transferring any of the ACS Assets or the ACS AWN Interest pursuant to this Agreement is solvent and each shall: (a) be able to pay its debts as they become due; (b) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (c) have adequate capital to carry on its business.

  • Except for the Consents described in Schedule 4.5, no Consent of, or filing with, any Governmental Authority is required to permit any member of the ACS Group (i) to consummate this Agreement and the Transactions or (ii) to permit such Person to assign or transfer the ACS Assets and the ACS AWN Interest as contemplated hereby.