Arcosa Assets definition

Arcosa Assets has the meaning set forth in the Separation and Distribution Agreement.
Arcosa Assets means only the following Assets (without duplication): (i) the ownership interests (to the extent held by Trinity, Arcosa or any of their respective Affiliates immediately prior to the Effective Time) in each member of the Arcosa Group; (ii) all Arcosa Contracts, and any rights or claims (whether accrued or contingent) of Trinity, Arcosa, or any of their respective Affiliates, arising thereunder; (iii) all Assets owned, leased or held by Trinity, Arcosa, or any of their respective Affiliates immediately prior to the Effective Time that are used primarily or held for use primarily in the Arcosa Business, including inventory, accounts receivable, goodwill, and all Assets reflected on the Arcosa Balance Sheet, or the accounting records supporting such balance sheet and any Assets acquired by or for the Arcosa Business subsequent to the date of such balance sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any disposition of any of the foregoing Assets subsequent to the date of such balance sheet; (iv) subject to Article IX, any rights of any member of the Arcosa Group under any Third Party Shared Policies to the extent related to the Arcosa Business; (v) the Assets listed or described on Schedule 1.1(10)(v) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by, or assigned or transferred to, any member of the Arcosa Group; and (vi) all Arcosa Accounts, and, subject to the provisions of Section 2.4, all cash, Cash Equivalents, and securities on deposit in such accounts immediately prior to the Effective Time, after giving effect to any withdrawal by, or other distribution of cash to, Trinity or any member of the Trinity Group which may occur at or prior to the Effective Time. Notwithstanding the foregoing, the Arcosa Assets shall in no event include: (A) the Assets listed or described on Schedule 1.1(109)(iv); or (B) any Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by, transferred or assigned to, any member of the Trinity Group, including Assets leased, owned or held by Trinity, Arcosa, or any of their respective Affiliates immediately prior to the Effective Time that are used primarily or held for use primarily in the Trinity Business.

Examples of Arcosa Assets in a sentence

  • Further, it is the intent of the Parties that the direct assumption by Arcosa of Arcosa Liabilities is made in connection with the Separation, including the transfer of the Arcosa Assets to Arcosa.

  • Arcosa agrees and covenants (on its own behalf and on behalf of each other member of the Arcosa Group) that as of the Effective Time it will procure and maintain at its sole cost and expense, for a period of no less than five (5) years from the Effective Time, reasonable and appropriate commercial property policies and related coverages insuring the Arcosa Assets made the subject of this Agreement.

Related to Arcosa Assets

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

  • 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;

  • 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.

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

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

  • 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.

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

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

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

  • Assets and Properties of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, operated, owned, licensed or leased by such Person, including cash, cash equivalents, Investment Assets, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, real estate, equipment, inventory, goods and Intellectual Property.

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

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

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

  • Project Assets means all physical and other assets relating to (a) tangible assets such as civil works and equipment including foundations, embankments, pavements, road surface, interchanges, bridges, culverts, road over-bridges, drainage works, traffic signals, sign boards, kilometre-stones, [toll plaza(s)], electrical systems, communication systems, rest areas, relief centres, maintenance depots and administrative offices; and (b) Project Facilities situated on the Site;

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

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

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

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

  • Underlying Assets With respect to a Loan, any property or other assets designated and pledged as collateral to secure repayment of such Loan, including, without limitation, to the extent provided for in the relevant Underlying Instruments, a pledge of the stock, membership or other ownership interests in the related Obligor and all Proceeds from any sale or other disposition of such property or other assets.

  • Fixed Assets means Equipment and Real Estate.

  • Excluded Properties the collective reference to the fee or leasehold interest in real properties owned by the Parent Borrower or any of its Subsidiaries not described in Schedule 5.8.

  • 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.

  • Other Properties shall have the meaning set forth in Section 9.1.

  • 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.

  • Subject Properties has the meaning specified in Section 5.13(a).

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to: