EMEA Asset Sale Agreement definition

EMEA Asset Sale Agreement has the meaning set forth in the recitals to this Agreement.
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Examples of EMEA Asset Sale Agreement in a sentence

  • By entering into both this Agreement and the EMEA Asset Sale Agreement the Purchaser would be purchasing the entire optical networking solutions and carrier ethernet switching division of the Sellers and the EMEA Sellers’ “Metro Ethernet Networks” business.

  • Except as provided in the EMEA Asset Sale Agreement, neither the Purchaser nor any Designated Purchaser shall be entitled to make any claim under this Agreement, or assert any right hereunder, against any Person other than the Sellers, their successors or assigns.

  • The EMEA Sellers, the Joint Administrators, the Joint Israeli Administrators and the Purchaser will enter into the EMEA Asset Sale Agreement providing, inter alia, for the sale to the Purchaser (or the EMEA Designated Purchasers) of the EMEA Business.

  • The transaction contemplated by the EMEA Asset Sale Agreement shall be completed contemporaneously with the Closing hereunder (provided that a Party may not assert the failure of this condition to be satisfied in the event that such failure is the result of, or has been caused by, a breach by such Party or its Affiliates of the EMEA Asset Sale Agreement).

  • Ciena Corporation has designated Licensee to acquire, Nortel intends to assign to Licensee, and Licensee intends to acquire, certain intellectual property assets, in each case pursuant to the Asset Sale Agreement and the EMEA Asset Sale Agreement.

  • Where anything under this agreement gives rise to a supply for VAT (as that term is defined in the EMEA Asset Sale Agreement) purposes, on which VAT is due, the recipient of such supply shall, in addition to any consideration due for such supply under this Agreement or otherwise, (x) pay to the supplier an amount equal to any VAT chargeable thereon on receipt of a valid VAT invoice; or if relevant, (y) account for any VAT chargeable thereon to the appropriate tax authority.

  • The only assets, rights, properties and Liabilities of the EMEA Sellers or Joint Administrators that are being sold, assigned or transferred to, and assumed by, the Purchaser or the EMEA Designated Purchasers, and the terms and conditions thereof, and representations with respect thereto, are solely as expressly set forth in the EMEA Asset Sale Agreement.

  • The only assets, rights, properties and Liabilities of the EMEA Sellers that are being sold, assigned or transferred to, and assumed by, the Purchaser or the EMEA Designated Purchasers, and the terms and conditions thereof, and representations with respect thereto, are solely as expressly set forth in the EMEA Asset Sale Agreement.

  • Except as otherwise provided in this Agreement, the EMEA Asset Sale Agreement, the NNSA Irrevocable Offer or the Ancillary Agreements, each of the Purchaser and the Sellers shall bear its own costs and expenses (including brokerage commissions, finders’ fees or similar compensation, and legal fees and expenses) incurred in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby.

Related to EMEA Asset Sale Agreement

  • Asset Sale Agreement means that certain Asset Sale Agreement between Buyer and Seller, dated as of the date hereof.

  • Sale Agreement means the Sale Agreement Master Securitization Terms Number 1000, dated as of August 15, 2013, among SLM Funding LLC, as Seller, SLM Student Loan Trust 2013-4, as Purchaser, and Deutsche Bank Trust Company Americas, as Interim Eligible Lender Trustee and as Eligible Lender Trustee.

  • Sale Agreements This Agreement, the Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, the Current Excess Servicing Spread Acquisition for GNMA Mortgage Loans and the Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans.

  • Open Market Sale Agreement is a service mark of Xxxxxxxxx LLC

  • Receivables Sale Agreement means that certain Receivables Sale Agreement, dated as of July 10, 2003, among each Originator and Seller, as the same may be amended, restated or otherwise modified from time to time.

  • conditional sale agreement means an agreement for the sale of goods under which the purchase price or part of it is payable by instalments, and the property in the goods is to remain in the seller (notwithstanding that the buyer is to be in possession of the goods) until such conditions as to the payment of instalments or otherwise as may be specified in the agreement are fulfilled;

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Loan Sale Agreement means the Commercial Loan Sale Agreement, dated as of the date hereof, between the Originator and the Trust Depositor, as such agreement may be amended, modified, waived, supplemented or restated from time to time.

  • Mortgage Sale Agreement means the mortgage sale agreement dated 3 June 2005 as amended and restated on 4 October 2007, 20 May 2008 and as further amended and restated on 25 June 2014 made between Santander UK plc (1) Abbey Covered Bonds LLP (the "LLP") (2) and Deutsche Trustee Company Limited (the "Security Trustee") (3) (as the same may be or have been amended, varied or supplemented from time to time with the consent of those parties).

  • Specified Asset Sale has the meaning specified in Section 2.05(b)(vi).

  • Contribution Agreement has the meaning set forth in the Recitals.

  • Subsidiary Financing Agreement means any agreement to be entered into between the Borrower and a Participating Bank pursuant to Section 3.01 (b) of this Agreement, as the same may be amended from time to time;

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

  • Purchase and Sale Agreement means that certain Purchase and Sale Agreement, dated as of the Closing Date, between the Transferor, as the seller, and the Borrower, as the purchaser, as amended, modified, waived, supplemented, restated or replaced from time to time.

  • Specified Acquisition Agreement Representations means the representations and warranties made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable affiliate) has the right (taking into account applicable cure provisions) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of any such representations and warranties.

  • 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.

  • Mortgage Loan Sale Agreement The mortgage loan sale and assignment agreement dated as of November 1, 2003, for the sale of the Mortgage Loans by the Seller to the Depositor.

  • Receivables Transaction Attributed Indebtedness means the amount of obligations outstanding under the legal documents entered into as part of any Qualified Receivables Transaction on any date of determination that would be characterized as principal if such Qualified Receivables Transaction were structured as a secured lending transaction rather than as a purchase.

  • Retained Asset Sale Proceeds means that portion of Net Proceeds of a Prepayment Event pursuant to clause (a) of such definition not required to be applied to prepay the Loans pursuant to Section 2.11(c) due to the Disposition/Debt Percentage being less than 100%.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Wholesale acquisition cost means the same as that term is defined in 42 U.S.C. Sec. 1395w-3a.

  • Securitization Servicing Agreement means the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement.

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

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

  • Acquisition Agreement as defined in the recitals hereto.

  • Receivables Transfer Agreement means, collectively or individually, the Originator Receivables Transfer Agreement and the Master Trust Receivables Transfer Agreement, as the context may require.