Additional Transferred Assets shall have the meaning set forth in Section 3.
Additional Transferred Assets has the meaning set forth in clause (b) of Section 2.1.
Additional Transferred Assets means, in respect of a Lease SUBI Allocation Event, the following assets:
Examples of Additional Transferred Assets in a sentence
On this basis the Directors have been advised that the transfer of the Transferred Assets or Additional Transferred Assets from the Company to BGEF under the Proposal should not give rise to any charge to UK tax for the Company.
Seller will transfer to Newco all of its equity in the Purchased Subsidiaries (which includes the stock of Target 1 and Target Sub 1A) together with the Additional Transferred Assets in exchange for 100 percent of the Newco common stock, the Warrant and a Newco note with a face amount of at least $ w (the “Newco Note”).
More Definitions of Additional Transferred Assets
Additional Transferred Assets means the Transferred Assets described in clauses (ii)-(v) of the definition of "Transferred Assets".
Additional Transferred Assets means the Transferred Assets held by Seller Parent or its Subsidiaries (other than the Acquired Companies) as of immediately prior to the Closing and after giving effect to the Business Internal Reorganization.
Additional Transferred Assets has the meaning set forth in the Contribution Agreement.
Additional Transferred Assets means all of the right, title and interest in the assets set forth in Exhibit A that are identified as “Additional Transferred Assets,” and all Intellectual Property included or embodied therein, but excluding Patents, Trade Secrets and Trademarks included or embodied in such assets, and excluding, for the avoidance of doubt, any Excluded Assets.
Additional Transferred Assets means (i) all of each Originator’s right, title and interest in, to and under the Intellectual Property owned, purported to be owned, or acquired by each Originator and (ii) all of each Originator’s rights to use any such Intellectual Property, in each case, including all Patents, Copyrights, Software, and Trade Secrets embedded in or related to any such Intellectual Property and other registered or unregistered, unregistered copyrights in software and source code and applications to register any of the foregoing, in each case used in connection with the operations of such Originator’s business operations, after the Closing Date, that, if such Intellectual Property had existed as of the Closing Date would have been included in the Initial Transferred Assets, and in each case together with, (a) all Records relating to such Intellectual Property, (b) all rights and remedies of such Originator under any Transaction Documents and any other rights or assets pledged or otherwise Conveyed to Buyer hereunder relating to such Intellectual Property, including (i) the right to xxx, counterclaim and recover for past, present and future infringement, misappropriation or unauthorized use thereof, and all rights to recover damages or lost profits in connection with such Intellectual Property and (ii) any and all rights, claims (including “claims” within the meaning of Section 101(5) of the Bankruptcy Reform Act of 1978, 11 U.S.C. §§ 101 et seq., as amended) and causes of action against such Intellectual Property and any other Person that arise under or in connection with such Intellectual Property and (c) all products and proceeds of any of the foregoing.
Additional Transferred Assets means those Transferred Assets consisting of the Additional Transferred Leased Real Property, the Additional Transferred Tangible Assets, the Additional Transferred Contracts, the Additional Transferred Permits and the Additional Transferred Personal Property.
Additional Transferred Assets means all of the assets specified on Schedule 1.1(k) of the Seller Disclosure Schedules.