Carved-Out Assets definition
Examples of Carved-Out Assets in a sentence
For the avoidance of doubt, the Carved-Out Assets and Carved-Out Liabilities related to any such Store, or any Store excluded from purchase under this Agreement under Section 10.16 or Section 10.17, will continue to be “Excluded Assets” and “Excluded Liabilities,” respectively, for all purposes under this Agreement.
Without limiting the provisions of Section 2.1, Section 3.2, or Section 3.3, at each Subsequent Closing, the applicable Buyer shall deliver the Store Purchase Price related to the Store(s) being purchased and the Carved-Out Assets related to such Store(s) shall be transferred to, and the Carved-Out Liabilities related to such Store(s) shall be assumed by, such Buyer.
Carve-Out Actions shall mean (i) the purchase and carve-out of the Carved-Out Assets by the Seller from the Group Companies, and (ii) the assumption of all the Liabilities associated with, or relating to, the Carved-Out Assets (the “Excluded Liabilities”), both against the payment of the Carve-Out Consideration.
Such purchase agreement shall reflect the following: (x) the Base Price shall be the Fair Market Value associated with the Carved-Out Assets and Liabilities; (y) the Closing Date Payment will include all Capital Expenditures, Purchased Additives and Real and Personal Property Taxes, in each case included in or associated with the Carved-Out Assets and Liabilities; and (z) the Deposit shall equal 10% of the Fair Market Value associated with the Carved-Out Assets.
The consideration paid for the Carved-Out Assets reflect the fair market value of such assets, which equals the book value of such assets.