Asset Transfer Documents definition

Asset Transfer Documents means, collectively, (i) the Asset Sale Agreement and Asset Distribution Agreement each dated as of October 6, 1993 (collectively, the "Asset Transfer Agreements") between Parent and the Borrower; (ii) any deed or conveyance for Real Estate required pursuant to the Asset Transfer Agreements; (iii) any xxxx of sale for equipment and machines or other assignment and assumption agreements delivered pursuant to the Asset Transfer Agreements; (iv) the wrap-around note dated as at October 6, 1993 given as part of the consideration by Parent to the Borrower in connection with the foregoing; (v) the Manufacturing Agreement dated as of October 6, 1993 between Parent and the Borrower; (vi) the Patent/Know-How License Agreement dated as of October 6, 1993 between Parent and the Borrower granting to Parent certain intellectual property rights for manufacturing process required pursuant to the Asset Transfer Agreements; and (vii) the Acknowledgment of Distribution Assignment and Assumption Agreement dated as of October 6, 1993 between Parent and the Borrower.

Asset Transfer Documents means the Asset Purchase Agreement, dated as of February 27, 1998, by and among TFLLC, GFI, the Borrower, and Foamex International and the Ancillary Agreements (as such term is defined therein), as the same may be amended, supplemented or modified from time to time.

Asset Transfer Documents has the meaning set forth in the Recitals of this Agreement.

Examples of Asset Transfer Documents in a sentence

• The Seller shall duly execute and deliver to the Buyer or its nominee or nominees such bills of sale and other instruments of assignment and transfer with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer good title to all of the Acquired Assets (the "Asset Transfer Documents"), in each case subject to no Encumbrances (as hereinafter defined).

• All terms used without definition in this Agreement shall have the meaning assigned to them in the Asset Transfer Documents and the Secured Agreements.

• Subject to Section 2.5.2(g), without any further action of the parties hereto, on the Outside Deferred Closing Date, subject to satisfaction or waiver of the conditions set forth in Sections 10.2 and 11.2, any remaining Escrowed Deferred Stock Consideration and Escrowed Deferred Closing Asset Transfer Documents shall be released from escrow in accordance with the terms of the Deferred Closing Asset Escrow Agreement.

• Executed Asset Transfer Documents, in form and substance reasonably satisfactory to Purchaser.

• All terms used without definition in this Agreement, the Asset Transfer Documents, or the Secured Agreements shall have the meaning assigned to them in the UCC.

More Definitions of Asset Transfer Documents

Asset Transfer Documents means, collectively, the REIT Contribution Agreements and the Real Property Deeds.

Asset Transfer Documents means the Separation and Distribution Agreement, dated October 21, 2015, between Darden and the Parent, together with the exhibits thereto, and other related documentation, pursuant to which the Asset Transfer was consummated.

Asset Transfer Documents means the Asset Purchase Agreement, dated as of February 27, 1998, by and among TFLLC, GFI, New GFI, and Foamex International and the Ancillary Agreements (as such term is defined therein), as the same may be amended, supplemented or modified from time to time.

Asset Transfer Documents shall have the meaning set forth in the Framework Agreement.

Asset Transfer Documents means the Securities Purchase Agreement and other related documentation in form and substance reasonably acceptable to the Administrative Agent, pursuant to which the Asset Transfer shall be consummated on the Closing Date.

Asset Transfer Documents as defined in Section 2.6 hereof. "Assumed Contracts": the "Material Contracts" that have been validly assigned to Mercer at or following the Closing. "Assumed Liabilities": as defined in Section 2.4 hereof. "Average Price": as defined in Section 3.2 hereof. "Books and Records": all books, records, files and data, certificates and other documents related to the conduct of the Business or the ownership of the Assets, all sales and promotional literature, or copies thereof, used or held for use in connection with the conduct of the Business, and all pending customer proposals (including backup documentation and work papers) submitted in connection with the Business, but in no event including the minute books or tax records of CDI. "Business": the business currently conducted by CDI as a going concern. "Business Day": any day excluding Saturday, Sunday and any day on which banks in the City of New York are authorized or required by law or other governmental action to close. "Cash Purchase Price": as defined in Section 3.1 hereof. "Cause": as defined in Section 3.2(b) hereof. "CDI": as defined in the preamble to this Agreement. "CDI Names": as defined in Section 6.6 hereof. "CDI Shares": all of the issued and outstanding capital stock of CDI. "CDSNC": Corporate Decisions, Inc., SNC, a societe en nom collectif organized under the laws of France. "Certificate": as defined in Section 12.3(a) hereof. "Closing": as defined in Section 2.7 hereof. "Closing Date": as defined in Section 2.7 hereof "Code": the Internal Revenue Code of 1986, as amended, together with the regulations from time to time promulgated thereunder.

Asset Transfer Documents means that certain Assets Transfer Agreement dated as of July 8, 1994 between Figgie and the Borrower and the other documents and instruments executed and delivered in connection therewith.