European Assets definition

European Assets has the meaning set forth in Section 5.23(a).

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European Assets means the capital stock of certain subsidiaries of CHSE and certain other rights of CHSE listed on Exhibit B to the Letter Agreement.

European Assets means the issued and outstanding equity securities of each of the companies named on Exhibits A and B of the Stock Purchase Agreement, subject to the limitations

Examples of European Assets in a sentence

• The European Assets and Latin America, Mexico and each of the Subsidiaries and all of their assets shall have been released from any liability under the Revolving Credit Agreement and any liens arising under said agreement on any of their assets shall have been released.

• Seller and/or Local Seller (as applicable) has filed Tax Returns in respect of the European Business and European Assets in all jurisdictions where it is required to file and neither Seller nor Local Seller has received written notice of any claim by any Governmental Entity in any other jurisdiction that Seller or any Local Seller is or may be subject to taxation by that jurisdiction.

• None of Merisel (with respect to Europe, Latin America and Mexico), Europe (with respect to the European Subsidiaries), Mexico, Latin America or any Subsidiary has received a Tax Ruling with any taxing authority that has or would have a continuing effect on Mexico, Latin America, any Subsidiary or any of the European Assets.

• There are no outstanding Orders of any Governmental Entity against the European Business or the European Assets.

• None of Merisel (with respect to Europe, Latin America and Mexico), Europe (with respect to the European Subsidiaries), Mexico, Latin America or any Subsidiary has received a Tax Ruling with any taxing authority that has or -16- would have a continuing effect on Mexico, Latin America, any Subsidiary or any of the European Assets.

• Florsheim hereby exercises the Canadian Option, pursuant to Section 3.16(d) of the U.S. Purchase Agreement, to exclude from the European Assets and Liabilities the Canadian Assets and Liabilities.

• Other than with respect to compliance with Foreign Data Privacy Laws and US Privacy Laws (which are exclusively addressed in Section 2.19 hereof), the Local Seller and Seller (as applicable) is in material compliance with all Laws and Regulations applicable to the conduct of the European Business and the European Assets.

• The parties acknowledge that the purpose of the Supplemental Agreement is to deal with issues relating to value added tax chargeable on the sale of the European Assets, employees of Seller who are employed in the UK, Germany and Spain and business records kept in relation to those parts of the Division located in the UK, Germany and Spain, such matters being "European Matters".

• With respect to the European Business and the European Assets, Local Seller has delivered to Buyer copies of any and all material environmental audits or risk assessments, site assessments, documentation regarding off-site disposal or release of Hazardous Materials, spill control plans and all other material correspondence, documents or communications with any governmental agency or other entity regarding the foregoing in its possession relating to property owned or leased by any Local Seller (if any).

• If Florsheim exercises the Canadian Option, (i) the purchase price for the European Assets and Liabilities under the International Asset Purchase Agreement shall be reduced from $1,500,000 to $1,100,000 and (ii) the Purchase Price under this Agreement shall be increased by $200,000.

More Definitions of European Assets

European Assets means (i) the capital stock of RECE or any of its Subsidiaries (collectively, the "European Entities"), and/or (ii) all or substantially all of the assets of any of the European Entities.

European Assets means the Assets located in the United Kingdom and Europe;

European Assets means assets and businesses (of whatever nature and including production facilities, trading portfolios (performed in Europe by Electrabel and its subsidiaries), B2B and B2C businesses) which are located in Europe and held directly or indirectly by any member of the Electrabel Group as it stands at the moment of signing of the Agreement, including cash, tangible and intangible assets, movable and immovable assets, receivables on European customers, receivables on EII or any other group financial services vehicles, including Engie Re SA, Engie CC SRL and Engie Treasury Management SARL (related to such assets and businesses) and further including, assets and businesses located in Belgium and the French nuclear drawing rights, and “Europe” and “European” for the purposes of this definition is to be understood as the continent of Europe including the U.K. and Ireland. Notwithstanding the preceding sentences, the following shall not constitute European Assets: (i) the internal corporate and other services and financing services (including (re-)insurance, cash pooling and financial assets (for the avoidance of doubt, excluding receivables arising in respect of customers of European Assets)) which are rendered by EII and/or any other group financial services vehicles, including Engie Re SA, Engie CC SRL and Engie Treasury Management SARL, to the Engie group (“Group Services”); (ii) cash on account of EII and IP; and (iii) IP (for the avoidance of doubt, excluding receivables arising in respect of customers of European Assets);

European Assets means the capital stock of certain subsidiaries of CHSE and certain other rights of CHSE listed on Exhibit B to the Letter Agreement, and described in the Stock Purchase Agreement.