Alpha Assets definition

Alpha Assets has the meaning set forth in Section 3.01(d).
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Alpha Assets means (without duplication):
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Alpha Assets means the assets of Seller used in the Alpha Operations including, but not limited to, all Alpha Products, all Alpha Products finished goods inventory, all hardware and software tools principally relating to Alpha or used principally by Alpha Employees, all Alpha IP Assets, and all other intangible property principally relating to Alpha Products and all other assets principally relating to the Alpha Operations.
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Examples of Alpha Assets in a sentence

  • Seller and Purchaser agree that for United States federal income tax purposes, (i) any and all Purchased Receivables remitted by Seller to Purchaser pursuant to Section 6.2(a) or otherwise under this Agreement shall be treated as received by Seller as agent for Purchaser, and (ii) any and all amounts remitted by Seller to Purchaser pursuant to Section 6.2(a) of this Agreement shall be treated as remittances of amounts collected by Seller on behalf of Purchaser.

  • The parties to this Agreement shall not take any position inconsistent with such intention before any Tax authority (and the recipient of any such reimbursement will pay the Tax resulting from the sale, transfer or other disposition of the Alpha Assets or the Generico Asset, as the case may be) except to the extent that a final determination (as defined in Section 1313 of the Code) with respect to any of the parties to this Agreement causes any such reimbursement not to be so treated.

  • Notwithstanding the foregoing, after the Distribution Date, either party may assign or sublicense any portion or this Agreement and any of its rights hereunder to any purchaser of all or any part of the Generico Assets or Generico Business or the Alpha Assets or the Alpha Business, as the case may be.

  • Prior to or as promptly as practicable after the Distribution Time, the Generico Parties shall deliver to the Alpha Parties all corporate books and records and other Data and Records of each member of the Alpha Group in the Generico Parties’ possession and the relevant portions (or copies thereof) of all Data and Records in the possession of a member of the Alpha Group that constitute Alpha Assets.

  • In furtherance of this objective, Seller hereby agrees to deliver to Purchaser not later than 10 days after the date hereof a schedule setting forth all Alpha Assets.

  • To the best of the knowledge of Alpha Group, there does not exist any condition or agreement that materially interferes with the use of the Alpha Assets in the conduct of the Alpha Business in the ordinary course.

  • The increase year-over-year was primarily due to our acquisitions of the Alpha Assets and the Momentum Assets and increased expenses associated with our operations including leases for compression equipment, contract labor and permitting.

  • The increase in affiliate gathering volumes was attributable to the continued build-out of our gathering systems and the acquisition of the Alpha Assets, which represented 131 MDth/d and 119 MDth/d, respectively, of the increase in affiliate volumes.

  • Prior to the Closing, unless otherwise agreed to by the parties in writing, the Sellers will use reasonable best efforts to effect the transfer of the following: (i) the shares of Alpha Mexico Network Power held by Alpha Assets Ltd.

  • With the exception of the Excluded Assets, the Alpha Assets constitute all of the assets and properties used in the Alpha Business of any kind or character as heretofore conducted.


More Definitions of Alpha Assets

Alpha Assets refers to the natural gas gathering and water distribution assets owned by Rice Energy’s Marcellus joint venture prior to the completion of Rice Energy’s initial public offering on January 29, 2014. Rice Energy purchased its joint venture partner’s remaining 50% interest in its Marcellus joint venture in connection with the completion of the Rice Energy initial public offering; • “Marcellus joint venture” refers collectively to Alpha Shale Resources, LP and its general partner, Alpha Shale Holdings, LLC;
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Related to Alpha Assets

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Combined Assets means the sum of Fund Assets and Other Assets; and

  • 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;

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

  • Excluded Assets has the meaning set forth in Section 2.02.

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

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

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

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

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Assets has the meaning set forth in Section 2.1.

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

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

  • Liquid Assets mean Borrower's cash on hand plus Borrower's readily marketable securities.

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

  • Qualified Assets means any of the following assets: (i) interests, rights, options, warrants or convertible or exchangeable securities of the Partnership; (ii) Debt issued by the Partnership or any Subsidiary thereof in connection with the incurrence of Funding Debt; (iii) equity interests in Qualified REIT Subsidiaries and limited liability companies (or other entities disregarded from their sole owner for U.S. federal income tax purposes, including wholly owned grantor trusts) whose assets consist solely of Qualified Assets; (iv) up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Partnership; (v) cash held for payment of administrative expenses or pending distribution to security holders of the General Partner or any wholly owned Subsidiary thereof or pending contribution to the Partnership; and (vi) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Partnership and its Subsidiaries.

  • Aggregated Assets for a particular Strategy shall mean the assets of all registered investment companies managed by the Adviser that are managed by the Sub-Adviser pursuant to that Strategy, including Portfolio Assets.

  • surplus assets means any assets of the Company that remain after paying all debts and other liabilities of the Company, including the costs of winding up.

  • Investment Assets means all debentures, notes and other evidences of Indebtedness, stocks, securities (including rights to purchase and securities convertible into or exchangeable for other securities), interests in joint ventures and general and limited partnerships, mortgage loans and other investment or portfolio assets owned of record or beneficially by the Company.

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

  • Gross Assets means the total of fixed assets and current assets;

  • Subject Assets is defined in Section 2.2(c).

  • Company IT Assets means any and all computers, computer software, source code, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology systems and equipment, and all associated documentation owned by the Company or any of its Subsidiaries or licensed or leased to the Company or any of its Subsidiaries (excluding any public networks).

  • Related Assets Any assets held by a Trust the return of which is linked to one or more Underlying Securities and which, if applicable, shall be described in the related Supplement or a schedule thereto.

  • Restricted Assets means all licenses, permits, franchises, approvals or other authorizations from any Governmental Authority from time to time granted to or otherwise held by the Company to the extent the same constitute “Excluded Assets” under (and as defined in) the Senior Lien Documents or the Junior Lien Documents or are similarly carved out from the granting clause or the collateral thereunder.