America Assets definition

America Assets means: (i) the Pride of America Vessel (ii) all permits issued by any governmental authority to NCL America Holdings or any of its subsidiaries and related to the Pride of America Vessel, in each case to the extent transferable or assignable (iii) all monies received with respect to payments for cruises on the Pride of America Vessel which will take place after the closing date of the America Transfer (iv) all supplies and inventory on the Pride of America Vessel for cruises on the Pride of America Vessel which will take place after the closing date of the America Transfer (v) all accounts and notes receivable of NCL America Holdings or any of its subsidiaries related to cruises on the Pride of America Vessel which will take place after the closing date of the America Transfer (vi) all insurance and indemnity claims relating to the Pride of America Vessel or America Liabilities made by or on behalf of Star, the Guarantor or NCL America Holdings (or any of their respective subsidiaries) and received after the closing date of the America Transfer and (vii) all other assets, properties, rights and claims used, held for use or intended to be used in connection with the operation or conduct of the Pride of America Vessel after the closing date of the America Transfer;
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America Assets means: (i) the Vessel (ii) all permits issued by any governmental authority to the Shareholder or any of its subsidiaries and related to the Vessel, in each case to the extent transferable or assignable (iii) all monies received with respect to payments for cruises on the Vessel which will take place after the closing date of the America Transfer (iv) all supplies and inventory on the Vessel for cruises on the Vessel which will take place after the closing date of the America Transfer (v) all accounts and notes receivable of the Shareholder or any of its subsidiaries related to cruises on the Vessel which will take place after the closing date of the America Transfer (vi) all insurance and indemnity claims relating to the Vessel or America Liabilities made by or on behalf of Star, the Guarantor or the Shareholder (or any of their respective subsidiaries) and received after the closing date of the America Transfer and (vii) all other assets, properties, rights and claims used, held for use or intended to be used in connection with the operation or conduct of the Vessel after the closing date of the America Transfer;
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America Assets means those assets of the Asset Seller set forth on attached SCHEDULE 1-3; provided, however, that such assets shall exclude, ------------ -------- ------- without limitation, the Asset Seller's current and deferred federal and state income tax benefits.
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Examples of America Assets in a sentence

  • On July 19, 2018, immediately prior to the closing of the Arrangement, the Company and Bearing entered into an Asset Purchase Agreement pursuant to which the Company acquired Bearing's interest in the Fish Lake Project located in Nevada, USA and Bearing’s interests in the HY and Jay, VM and VBA properties located in the Yukon, Canada (collectively, the "North America Assets").

  • All material tangible North America Assets are in good repair and operating condition (subject to normal wear and tear) and are reasonably adequate and suitable for their present and intended uses, in each case except as, individually or in the aggregate, are not and would not reasonably be expected to be material to the North America Business, taken as a whole.

  • There are no Liens for Taxes on any of the North America Assets other than for Taxes not yet due and payable.

  • All of the material tangible North America Assets will be at the Closing free and clear of any Liens, other than Permitted Liens.

  • Parent or one of the North America Transfer Subsidiaries has good and valid title to, or the right to transfer (or cause to be transferred) in accordance with the terms of this Agreement, all the material tangible North America Assets.

  • Except as is not and would not reasonably be expected to be material to the North America Business, taken as a whole, none of Parent or any of the North America Transfer Subsidiaries is, or since January 1, 2014 has been, a party or subject to or in default under any Judgment applicable to the North America Business or North America Assets.

  • No.: EXHIBIT A-1 MEMBER CAPITAL CONTRIBUTIONS, UNITS AND SHARING RATIOS NAME, ADDRESS, FACSIMILE AND TELEPHONE NUMBER AND TAXPAYER IDENTIFICATION CAPITAL SHARING NUMBER OF MEMBER CONTRIBUTIONS UNITS RATIO -------------------------------------- ------------------------- ----- ------- Parking Company of America Assets with a fair market 2,848 8.27% Management, LLC value of $2,848,000 00000 Xxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Tax ID.

  • Prior to the Closing Date, Parent shall deliver to Investor evidence of the release of all Liens (other than Permitted Liens) relating to the North America Assets and the Transferred Subsidiaries.

  • Subject to the terms and conditions of this Agreement (including Article III) and the other Transaction Documents, (i) all of the North America Assets and the North America Liabilities, as well as all of the Excluded Assets and Excluded Liabilities, will be transferred or assumed on an “as is, where is” basis and (ii) all express or implied warranties as to merchantability, fitness for a particular purpose or otherwise are hereby expressly disclaimed.

  • Immediately and automatically following the consummation of the Agent Transfer, the SPV hereby transfers all right, title and interest it may have in the EC America Assets to EC America (the “SPV Transfer”).


More Definitions of America Assets

America Assets means (i) the Pride of America Vessel (ii) all permits issued by any governmental authority to NCL America Holdings or any of its subsidiaries and related to the Pride of America Vessel, in each case to the extent transferable or assignable (iii) all monies received with respect to payments for cruises on the Pride of America Vessel which will take place after the closing date of the America Transfer (iv) all supplies and inventory on the Pride of America Vessel for cruises on the Pride of America Vessel which will take place after the closing date of the America Transfer (v) all accounts and notes receivable of NCL America Holdings or any of its subsidiaries related to cruises on the Pride of America Vessel which will take place after the closing date of the America Transfer (vi) all insurance and indemnity claims relating to the Pride of America Vessel or America Liabilities made by or on behalf of Star, the Indemnifier or NCL America Holdings (or any of their respective subsidiaries) and received after the closing date of the America Transfer and (vii) all other assets, properties, rights and claims used, held for use or intended to be used in connection with the operation or conduct of the Pride of America Vessel after the closing date of the America Transfer;
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Related to America Assets

  • 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.

  • Fixed Assets means Equipment and Real Estate.

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

  • 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;

  • 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.

  • Mortgage Assets The Mortgage Loans to be included in the Trust Fund are as described in Annex A hereto.

  • 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.

  • Specified Assets the following property and assets of such Grantor:

  • Portfolio Assets means all Loan Assets owned by the Borrower, together with all proceeds thereof and other assets or property related thereto, including all right, title and interest of the Borrower in and to:

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

  • Receivables Related Assets means accounts receivable, instruments, chattel paper, obligations, general intangibles and other similar assets, in each case relating to receivables subject to the Permitted Receivables Facility, including interests in merchandise or goods, the sale or lease of which gave rise to such receivables, related contractual rights, guaranties, insurance proceeds, collections and proceeds of all of the foregoing.

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

  • 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.

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

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

  • Current Asset Collateral means all the “ABL Priority Collateral” as defined in the ABL Intercreditor Agreement.

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

  • Receivables and Related Assets means (a) accounts receivable, instruments, chattel paper, obligations, general intangibles, equipment and other similar assets, including interests in merchandise or goods, the sale or Lease of which gives rise to the foregoing, related contractual rights, guarantees, insurance proceeds, collections and other related assets, (b) equipment, (c) inventory and (d) proceeds of all of the foregoing.

  • Connection Assets means that portion of the distribution system used to connect a customer to the existing main distribution system, and consists of the assets between the point of connection on a distributor’s main distribution system and the ownership demarcation point with that customer;

  • Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.

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

  • 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.

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

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

  • Consolidated Assets means all assets which should be listed on the consolidated balance sheet of the Borrower and its Subsidiaries, as determined on a consolidated basis in accordance with GAAP.

  • Real Estate-Related Assets means any investments by the Company or the Operating Partnership in Mortgages and Real Estate-Related Securities.