Canadian Acquired Assets definition

Canadian Acquired Assets means the Acquired Assets, excluding any Intellectual Property, owned or held by Xxxxx.xxx or the Canadian Subsidiary.

Canadian Acquired Assets means the property purchased by the Canadian Borrower under the Canadian Acquisition Documents, generally consisting of 20 hotels and a 50% interest in another hotel, all operating under the "Travelodge" franchise, and related assets.

Canadian Acquired Assets has the meaning specified in Section 2.1.

Examples of Canadian Acquired Assets in a sentence

The projections (including the Projections, which include the projected results of the Canadian Acquired Assets) contained in such materials are based on good faith estimates and assumptions believed by the Company to be reasonable at the time made, it being recognized by the Agents and the Banks that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered thereby may differ from the projected results.
Canadian Buyer and Canadian Seller shall make the appropriate joint tax election pursuant to subsection 167(1) of the GST Act in order to effect the sale of the Canadian Acquired Assets by Canadian Seller without payment of GST.
Canadian Buyer shall file the election form referred to above, along with any documentation necessary or desirable to give effect thereto, with Canada Revenue Agency on or before the due date for Canadian Buyer's GST return for the reporting period of Canadian Buyer in which the tax would, but for this election, have become payable in respect of the supply of Canadian Acquired Assets.
Notwithstanding such election, in the event it is determined by Canada Revenue Agency that there is a liability of Canadian Buyer to pay, or of Canadian Seller to collect and remit, GST on all or part of the transfer of the Canadian Acquired Assets under this Agreement, such GST, including any interest and penalties, if any, shall be forthwith paid by Canadian Buyer to Canada Revenue Agency or to Canadian Seller for remittance to Canada Revenue Agency.
Subject to the conditions set forth in this Agreement, as additional consideration for the Canadian Acquired Assets, at the Closing Bxxxxx Canada shall assume and agree to pay, discharge or perform when due the obligations and liabilities of Mxxxxx Canada which are Assumed Obligations.
Such purchase price for the USA Acquired Assets and the Canadian Acquired Assets will be paid by Buyer to Seller in accordance with Sections 2.7.3(c) and 2.8 and will be subject to adjustment, as applicable, pursuant to Section 2.8.

More Definitions of Canadian Acquired Assets

Canadian Acquired Assets means all of the Acquired Assets (other than the Excluded Assets and the Excluded Liabilities) transferred, assigned, conveyed and delivered to or assumed by the Canadian Buyer from the Canadian Seller in accordance with the terms and conditions of this Agreement and as more particularly described in the Bills of Sale and Assignment and Assumption Agreements executed by the Canadian Buyer and the Canadian Seller and delivered in accordance with Section 4.2.

Canadian Acquired Assets means all of the Acquired Assets (other than the Excluded Assets and the Excluded Liabilities) transferred, assigned, conveyed and delivered to or assumed by the Canadian Buyer from the Canadian Seller in accordance with the terms and conditions of this Agreement and as more particularly described in the Bills of Sale and Assignment andAssumption Agreements executed by the Canadian Buyer and the Canadian Seller and delivered in accordance with Section 4.2.

Canadian Acquired Assets has the meaning set forth in the Canadian Agreement.

Related to Canadian Acquired Assets

Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.
Acquired Assets has the meaning set forth in Section 2.1.
Sale Assets is defined in Section 5.2(a)(ii).
Wholesale acquisition cost means the same as that term is defined in 42 U.S.C. Sec. 1395w-3a.
Consolidated Intangible Assets means, at any date, all assets of the Borrower and its Subsidiaries that are considered to be intangible assets under GAAP, including, without limitation, customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.
Permitted Acquisition Consideration means, in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Debt and/or Guaranties, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Debt assumed in connection with such Permitted Acquisition; provided in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof by Holdings or its Restricted Subsidiaries.
Purchased Assets has the meaning set forth in Section 2.1.
Assumed Liabilities has the meaning set forth in Section 2.3.
Business Acquisition means the acquisition, by purchase or otherwise, of all or substantially all of the assets (or any part of the assets constituting all or substantially all of a business or line of business) of any Person, whether such acquisition is direct or indirect, including through the acquisition of the business of, or Capital Stock of, such Person.
Sold Assets has the meaning set forth in Section 2.01(b).
Permitted Acquisition means any non-hostile acquisition, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or 50% or more of the voting capital stock of, or a business line or a division of, any Person; provided that:
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.
Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.
Specified Assets the following property and assets of such Grantor:
Transferred Assets has the meaning set forth in Section 2.1.
Specified Acquisition means one or more acquisitions of assets or entities or operating lines or divisions in any rolling 12-month period for an aggregate purchase price of not less than $50,000,000.
Loan Assets means, collectively and as applicable, the Initial Loan Assets, the Substitute Loan Assets and the Additional Loan Assets, as applicable.
Excluded Assets has the meaning set forth in Section 2.2.
Permitted Acquisition Indebtedness means Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of any other Person existing at the time (a) such Person became a Restricted Subsidiary of the Company or (b) such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, provided that on the date such Person became a Restricted Subsidiary or the date such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, as applicable, either
Excluded Asset Disposition means an Asset Disposition permitted pursuant to Section 7.05 other than Asset Dispositions pursuant to Sections 7.05(vii), (xiii), and (xv).
Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.
Borrowing Base Assets means a collective reference to all Borrowing Base Assets in existence at any given time.
Specified Asset Sale has the meaning specified in Section 2.05(b)(vi).
Receivables Facility Attributed Indebtedness means the amount of obligations outstanding under a receivables purchase facility on any date of determination that would be characterized as principal if such facility were structured as a secured lending transaction rather than as a purchase.
Borrowing Base Properties means the Oil and Gas Properties of the Loan Parties included in the Initial Reserve Report and thereafter in the most recently delivered Reserve Report delivered pursuant to Section 8.12.