Affiliate Assets definition

Affiliate Assets means, for any applicable Person as of an applicable date, the total amount of all assets of the applicable Person arising out of contracts or agreements with Affiliates, including, but not limited to, any notes receivable.

Affiliate Assets shall have the meaning set forth in Section 4.1(u).

Affiliate Assets shall have the meaning set forth in Section 2.2.8.

Examples of Affiliate Assets in a sentence

• Except for the Affiliate Assets and the TSA Assets, no Insider has any right in or to any of the assets and properties that are owned, used or held for use by the Company or its Affiliates with respect to the business of the Company except for the right to receive compensation for services rendered in the Ordinary Course.

• The Affiliate Assets designated as being subject to this Section 7.6 on Schedule 3.17 shall have been transferred to the Company in accordance with Section 6.9 of this Agreement to the reasonable satisfaction of Buyer.

• At or prior to the Closing, and subject in each case to prior approval by Buyer, the Member shall use its commercially reasonable efforts to cause each of the Affiliate Assets other than the Affiliate Assets set forth on Schedule 6.9 hereto and the Member Retained IP to be transferred to the Company pursuant to one or more instruments of assignment and/or assumption, as appropriate, in form and substance reasonably satisfactory to Buyer.

• Sellers represent that the Affiliate Assets (other than the Persons that work at the Properties), and any Affiliate Liabilities, are not material in amount, other than the Real Property set forth in Section 6.7(a) of a Seller Disclosure Letter.

• To the extent that any Purchased Assets ("Affiliate Assets") are owned by an affiliate or associate (as defined in the Canada Business Corporations Act), of the Vendor or by entities which the Vendor otherwise controls or directs, the Vendor shall cause the owner of the Affiliate Assets to transfer the Affiliate Assets to the Purchaser pursuant to this Agreement as if such Affiliate Assets were owned by the Vendor as of the date hereof.

More Definitions of Affiliate Assets

Affiliate Assets means (a) the personal computers and personal communications devices used immediately prior to the Closing by the New Buyer Employees and (b) the Seller Affiliate’s right title and interest in the Seller Owned Intellectual Property.

Affiliate Assets means any platform or facility used or applied by the Affiliate for promotional purposes in connection with the Program including electronic communications, social media search engine marketing, advertising programs or other material electronically published or disseminated;

Affiliate Assets shall have the meaning given in Section 3.8(d). “Agreement” shall have the meaning given in the preamble to this Agreement. “Allocation” shall have the meaning given in Section 2.7. “Antitrust Division” shall mean the Antitrust Division of the United States Department of Justice. “Antitrust Law” shall mean the HSR Act, the Xxxxxxx Antitrust Act of 1890, as amended, the Xxxxxxx Act of 1914, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or local statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws, whether United States or foreign, that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade. “Apex Business” shall mean the business conducted by Apex/FCC, LLC, a Louisiana limited liability company, and those assets used in and liabilities incurred in connection with the operation of such businesses as set forth on Schedule 1.1(a). “Applicable Area” shall mean any state where the Companies’ plants or Facilities are located or the Companies or its Subsidiaries currently conduct the business of recovering oil or providing vacuum services, in each case as of the Closing Date. “Business Day” shall mean each day other than a Saturday, Sunday or other day on which banks in New York, New York are not required by Law to be open. “Buyer” shall have the meaning given in the preamble to this Agreement. “Buyer Fundamental Representations” shall mean those representations and warranties contained in Sections 4.1 (Organization of Buyer), 4.2 (Authorization; Enforceability) and 4.5 (Fees and Expenses of Brokers and Others). “Buyer Indemnified Parties” shall have the meaning given in Section 6.2. “Claim Notice” shall have the meaning given in Section 6.5. “Claim Threshold” shall have the meaning given in Section 6.4(a). “Closing” shall have the meaning given in Section 2.5. “Closing Adjustment Amount” means adjustments to the Purchase Price by applying the following: (a) the Purchase Price shall be decreased to the extent that (i) the Net Financial Indebtedness is a positive number, and/or (ii) the amount, if any, by which the Closing Date Working Capital is lower than the Targeted Net Working Capital, and (b) the Purchase Price shall be increased to the extent that (i) the amount, if any, by which the Closing Date Working Capital exceeds the Targeted Net Working Capital, and/or (ii) to the extent that the Net Financial Inde...

Affiliate Assets means all loans, sums, accounts and notes receivable due to the Newspaper from Seller or an Affiliate of Seller.

Affiliate Assets shall have the meaning ascribed to such term in Section 6.6 hereof.

Affiliate Assets means material assets or rights (for example, parent software licenses) not owned by Seller (but owned by an affiliate of Seller) and used in the ordinary course of business in support of Seller’s operation of the Facility.

Affiliate Assets is defined in Section 2.4(a).