Diablo Assets definition

Diablo Assets means all of the Assets of Diablo, other than the Excluded Assets. For purposes of this Agreement, the term "Excluded Assets" shall mean the following Assets:
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Diablo Assets shall have the meaning given to it in Section 2.1.
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Diablo Assets is defined in Section 2.4.
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Examples of Diablo Assets in a sentence

  • Section 3.6 of the Diablo Disclosure Schedule sets forth a true, accurate and complete list and description of each Private Authorization which individually is material to the Diablo Assets or the Diablo Business.

  • Diablo shall have the right, but not the obligation, to effect the transfer and conveyance of the Diablo Assets, in whole or in part, as part of one or more exchanges under Section 1031 of the Code, including the delay in Closing of escrow for those Assets subject to the exchange.

  • None of the fixed assets or equipment comprising a part of the Diablo Assets is subject to contracts of sale, and none is held by Diablo as lessee or as conditional sales vendee under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Diablo Disclosure Schedule.

  • Listed on Section 3.16 of the Diablo Disclosure Schedule are all Material Agreements relating to the ownership or operation of the Diablo Assets or the conduct of the business of the Diablo Business or to which Diablo is a party or to which it is bound or which any of the Diablo Assets is subject.

  • Except for financing statements listed in Section 3.5(c) of the Diablo Disclosure Schedule, no financing statements under the Uniform Commercial Code and no other filing which names Diablo as debtor or which covers or purports to cover any of the Diablo Assets is on file in any state or other jurisdiction, and Diablo has not signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing.

  • Diablo maintains, with respect to the Diablo Assets and the Diablo Business, policies of fire and extended coverage and casualty, liability and other forms of insurance in such amounts and against such risks and losses as are set forth in Section 3.10 of the Diablo Disclosure Schedule.

  • To Diablo's knowledge, except as otherwise set forth in Section 3.7(a) of the Diablo Disclosure Schedule, Diablo has obtained all Governmental Authorizations which are necessary for the ownership or operation of the Diablo Assets or the conduct of the Diablo Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse effect on Diablo.

  • The Governmental Authorizations listed in Section 3.7(a) of the Diablo Disclosure Schedule are valid and in good standing, are in full force and effect and are not impaired in any material respect by any act or omission of Diablo or its officers, directors, employees or agents, and the ownership or operation of the Diablo Assets or the conduct of the Diablo Business are in accordance in all material respects with the Governmental Authorizations.

  • Except as set forth in Section 3.8 of the Diablo Disclosure Schedule, to Diablo's knowledge, no Intangible Assets (except Governmental Authorizations, Private Authorizations, and the Intangible Assets so set forth) are required for the ownership or operation of the Diablo Assets or the conduct of the Diablo Business as currently owned, operated and conducted or proposed to be owned, operated and conducted on or prior to the Closing Date.

  • Section 3.8 of the Diablo Disclosure Schedule sets forth a true, accurate and complete description of all Intangible Assets (other than Governmental Authorizations and Private Authorizations) relating to the ownership and operation of the Diablo Assets or the conduct of the Diablo Business held or used by Diablo, including without limitation the nature of Diablo's interest in each and the extent to which the same have been duly registered in the offices as indicated therein.

Related to Diablo Assets

  • Portfolio Assets means all Loan Assets owned by the Borrower, together with all proceeds thereof and other assets or property related thereto, including all right, title and interest of the Borrower in and to:

  • Customer Assets means the Customer’s infrastructure, data, software, materials, assets, equipment or other property owned by and/or licensed or leased to the Customer and which is or may be used in connection with the provision of the Goods and/or Services;

  • Supplier Assets means all assets and rights used by the Supplier to provide the Goods and/or Services in accordance with this Call Off Contract but excluding the Customer Assets;

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Inventory is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.