Bill of Sale and Assignment and Assumption Agreements means the bill of sale and assignment agreements to be entered into on the Closing Date by the Purchaser or a Purchasing Entity and each Seller in substantially the forms attached hereto as Exhibits A-1, A-2, A-3, A-4 and A-5. “Business” means the business to the extent relating to, arising from or conducted using the Purchased Assets and Assumed Liabilities, whether conducted by the Purchaser, the Sellers or their respective Affiliates, after the Closing (including, without limitation, for the period after the Closing, the business conducted by the Sellers on behalf of the Purchaser pursuant to Section 2.11) or, for purposes of measuring historical performance, by the Sellers or their respective Affiliates prior to the Closing. “Business Day” means any day other than Saturday, Sunday or any day on which banking institutions in New York City are closed either under applicable Law or action of any Governmental Authority. “Cash and Cash Equivalents” means cash, checks, money orders, marketable securities, short- term instruments and other cash equivalents net of outstanding checks, overdrafts and deposits in transit.

Bill of Sale and Assignment and Assumption Agreements means any Bill of Sale and Assignment and Assumption Agreement to be executed by the parties thereto (or their respective Subsidiaries, as applicable) on the Closing Date, in each case in the form of Exhibit B (with such changes to reflect a transfer by a Seller Subsidiary or any permitted assignment under Section 11.07 and Section 2.01(e)).

Bill of Sale and Assignment and Assumption Agreements has the meaning Section 2.8(a)(iii) specifies.

Examples of Bill of Sale and Assignment and Assumption Agreements in a sentence

At the Closing, Buyer and Seller will execute and deliver a Bill of Sale and Assignment and Assumption Agreement, as appropriate ix xxe form of Exhibit A (the "Bill of Sale and Assignment and Assumption Agreements").

More Definitions of Bill of Sale and Assignment and Assumption Agreements

Bill of Sale and Assignment and Assumption Agreements means, collectively (i) the bill of sale and assignment and assumption agreement in respect of the Transferred Assets (other than the Irish Assets and Business) and the Assumed Liabilities related thereto, dated as of the Closing Date, by and between the Sellers and Purchaser, substantially in the form attached hereto as Exhibit A-1 and (ii) the bill of sale and assignment and assumption agreement in respect of the Irish Assets and Business and the Assumed Liabilities related thereto, dated as of the Closing Date, by and between Casa Ireland and Purchaser (or its designee), substantially in the form attached hereto as Exhibit A-2.

Assignment and Assumption Agreement means an Assignment and Assumption Agreement substantially in the form of Exhibit G attached hereto.
Assignment and Assumption means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent.
Assignment and Acceptance means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of Exhibit C hereto.
Designated Borrower Request and Assumption Agreement has the meaning specified in Section 2.14.
IP Assignment a collateral assignment or security agreement pursuant to which an Obligor grants a Lien on its Intellectual Property to Agent, as security for the Obligations.
Qualified assignment agreement means an agreement providing for a qualified assignment within the meaning of section 130 of the Internal Revenue Code.