CES Assets definition

CES Assets means all Assets of VSI, SpinCo or any other member of their respective Groups as of the Effective Time, other than the SpinCo Assets, it being understood that the CES Assets will include (without duplication) the assets set forth on Schedule 1.1(a).
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CES Assets means (a) all assets owned by CES or any of its Subsidiaries on the Closing Date and any additional assets to the extent CES or any of its Subsidiaries obtains an interest in such assets after the Closing Date, (b) the equity interests in CES and (c) any equity interests in any Subsidiary of the Borrower (other than CES or any of its Subsidiaries) to which any assets described in clauses (a) or (b) above have been transferred; provided that, for purposes of Sections 8.2.2(e), 8.2.2(l), 8.2.2(m), 8.2.10(c)(v)(B) and the definitions of "Non-Transferred CES Asset Securing Transaction" and "Transferred CES Asset Lien Transaction" herein, CES Assets shall be deemed not to include Designated CES Contracts.
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CES Assets shall, for purposes of Sections 8.2.2(e), 8.2.2(l), 8.2.2(m), 8.2.10(c)(v) of this Agreement and the definition of "Net Available Cash" herein, be deemed to equal the Fair Market Value of the assets described in clauses (a) and (b) of the definition of "CES Assets" that are then owned by such Subsidiary.
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Examples of CES Assets in a sentence

  • From and after the Effective Time, the CES Group will direct the defense or prosecution of any (i) CES Specified Actions and (ii) any other Actions that constitute only CES Liabilities or CES Assets.

  • VSI hereby waives compliance by each and every member of the CES Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the CES Assets to any member of the CES Group.

  • To avoid the unintentional application of the Credit Agreement provisions relating to the transfer of CES Assets, the definition of "Designated CES Contracts" will need to be amended to include the California Peaker Contract (and thus exclude the California Peaker Contract from the definition of CES Assets in relevant respects).

  • VSI hereby waives compliance by each and every member of the CES Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the CES Assets to any member of the CES Group.

  • CES has the corporate power, capacity and authority to own the CES Assets and to carry on the CES Business and CES has the corporate power, capacity and authority to enter into and complete this Agreement.

  • No person, firm or corporation has any agreement or option or a right capable of becoming an agreement for the purchase of any of the CES Assets.


More Definitions of CES Assets

CES Assets means all assets owned by CES or any of its Subsidiaries on the Closing Date and any additional assets to the extent CES or any of its Subsidiaries obtains an interest in such assets after the Closing Date.
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CES Assets means all the property and assets of the CES Business of every kind and description wherever situated including, without limitation, CES Inventory, CES Material Contracts, CES Accounts Receivable, CES Cash, CES Intangible Assets and CES Goodwill, and all credit cards, charge cards and banking cards issued to CES;
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Related to CES Assets

  • Series Assets means, at any particular time, all assets, properties (whether tangible or intangible, and whether real, personal or mixed) and rights of any type contributed to or acquired by a particular Series and owned or held by or for the account of such Series, whether owned or held by or for the account of such Series as of the date of the designation or establishment thereof or thereafter contributed to or acquired by such Series.

  • Receivables Assets means accounts receivable (including any bills of exchange) and related assets and property from time to time originated, acquired or otherwise owned by the Borrower or any Subsidiary.

  • 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;

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

  • surplus assets means any assets of the Company that remain after paying all debts and other liabilities of the Company, including the costs of winding up.

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

  • 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.

  • Shared-Loss Assets means Shared-Loss Loans, Other Real Estate purchased by the Assuming Institution, Additional ORE, Shared-Loss Subsidiaries, and Capitalized Expenditures, but does not include Shared-Loss Securities.

  • Shared-Loss Asset Repurchase Price means, with respect to any Shared-Loss Asset, the principal amount thereof plus any other fees or penalties due from an Obligor (including, subject to the limitations discussed below, the amount of any Accrued Interest) stated on the Accounting Records of the Assuming Institution, as of the date as of which the Shared-Loss Asset Repurchase Price is being determined (regardless, in the case of a Shared-Loss Loan, of the Legal Balance thereof) plus all Reimbursable Expenses and Recovery Expenses incurred up to and through the date of consummation of purchase of such Shared-Loss Asset; provided, that (i) in the case of a Shared-Loss Loan there shall be excluded from such amount the amount of any Accrued Interest accrued on or with respect to such Shared-Loss Loan prior to the ninety (90)-day period ending on the day prior to the purchase date determined pursuant to Sections 2.1(e)(i) or 2.1(e)(iii) of this Commercial Shared-Loss Agreement, except to the extent such Accrued Interest was included in the Book Value of such Shared-Loss Loan, and (ii) any collections on a Shared-Loss Loan received by the Assuming Institution after the purchase date applicable to such Shared-Loss Loan shall be applied (without duplication) to reduce the Shared-Loss Asset Repurchase Price of such Shared-Loss Loan on a dollar-for-dollar basis. For purposes of determining the amount of unpaid interest which accrued during a given period with respect to a variable-rate Shared-Loss Loan, all collections of interest shall be deemed to be applied to unpaid interest in the chronological order in which such interest accrued.

  • Fund's Assets means any of the Fund's investments (including foreign currencies) for which the primary market is outside the United States, and such cash and cash equivalents as are reasonably necessary to effect the Fund's transactions in such investments.

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

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

  • Working Capital Assets has the meaning as set forth in the Recitals of this Agreement.

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

  • Gross Asset Value means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

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

  • 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;

  • Repurchase Assets has the meaning assigned thereto in Section 8 hereof.

  • 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.

  • Conveyed Assets shall have the meaning set forth in Section 2.01.

  • Receivables and Related Assets means (a) accounts receivable, instruments, chattel paper, obligations, general intangibles, equipment and other similar assets, including interests in merchandise or goods, the sale or Lease of which gives rise to the foregoing, related contractual rights, guarantees, insurance proceeds, collections and other related assets, (b) equipment, (c) inventory and (d) proceeds of all of the foregoing.

  • Invested Assets means cash, Cash Equivalents, short term investments, investments held for sale and any other assets which are treated as investments under GAAP.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.