FH Assets definition

FH Assets means all right, title and interest, as of immediately prior to Closing, of Seller or any of its Affiliates in all Assets primarily or exclusively used or primarily or exclusively held for use in connection with the FH Business (excluding the Excluded Assets except to the extent specifically included pursuant to one or more of the clauses below in this definition), including:
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FH Assets means all right, title and interest, as of immediately prior to Closing, of Seller or any of its Affiliates in all Assets primarily or
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Examples of FH Assets in a sentence

  • Upon the terms and subject to the conditions of this Agreement, on the Closing Date, in consideration for the sale of the FH Shares and the Acquired FH Assets (collectively, the “Sale”), Buyer shall pay to Seller (or one or more Subsidiaries designated by Seller) the Preliminary Purchase Price, subject to adjustment pursuant to Section 2.3(a), and shall assume the Assumed Liabilities (other than Assumed Liabilities that are Liabilities solely of the Transferred FH Companies or their Closing Subsidiaries).

  • All payments and reimbursements received by Seller or its Subsidiaries in connection with or arising out of the FH Business, the FH Assets, the Acquired FH Assets or the Assumed Liabilities after the Closing shall be held by such Person in trust for the benefit of Buyer and, immediately upon receipt by such Person of any such payment or reimbursement, such Person shall pay over to Buyer the amount of such payment or reimbursement, without right of set off.

  • Buyer has conducted its own evaluation of the FH Business and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its purchase of the FH Shares and the Acquired FH Assets and of its assumption of the Assumed Liabilities.

  • Buyer acknowledges and agrees that neither Seller nor any of the FH Share Sellers, the FH Asset Sellers nor any of their respective Subsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Transferred FH Companies, their Closing Subsidiaries, the FH Assets, the Acquired FH Assets, the FH Business or other matters that is not specifically included in this Agreement or the Seller’s Disclosure Letter.

  • To the Knowledge of Seller, as of the date hereof, (i) no Person is infringing, misappropriating or otherwise violating any Intellectual Property included in the FH Assets or that is owned by a Transferred FH Company, any of its Closing Subsidiaries or an FH Affiliate, and (ii) no such claims are pending or threatened in writing against any Person by Seller, the FH Share Sellers, the FH Asset Sellers or their respective Affiliates.

  • Upon the terms and subject to the conditions of this Agreement, on the Closing Date Seller shall cause the FH Asset Sellers to, sell, convey, assign, transfer and deliver to (or as directed by) Buyer, and Buyer shall purchase, acquire and accept (or cause to be purchased, acquired and accepted) from the FH Asset Sellers, all of the FH Asset Sellers’ right, title and interest in and to the Acquired FH Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

  • For purposes of the calculation of Net Working Capital of the FH Business, all FH Shares, Acquired FH Assets and FH Assets shall be deemed to have been conveyed as of the Effective Time (regardless of any delayed transfer pursuant to Section 5.16 or Section 5.17) and shall be included, to the extent applicable, in the calculation of the Final Net Working Capital.

  • Until the applicable statute of limitation (including periods of waiver) has expired for any Tax Return filed or required to be filed with respect to the Transferred FH Companies, the Closing Subsidiaries, or the Acquired FH Assets covering Pre-Closing Tax Periods (including any Straddle Periods), each of Buyer and Seller and their respective Affiliates shall retain all Tax work papers and related materials in its possession and under its control that were used in the preparation of any such Tax Return.

  • Buyer may redact any Information covered by this Section 5.6 as and to the extent such Information relates to Buyer’s business, assets or liabilities other than the Transferred FH Companies and their Closing Subsidiaries, the FH Assets and the Assumed Liabilities.

  • As used herein, “Transferred Software” means software or databases licensed under any IP Contract related to computer software or databases that are used in the operation of the FH Business to which Seller or any of its Subsidiaries is a party or to which any of the FH Assets is subject, other than the software and databases licensed under the Excluded FH Software Licenses.

Related to FH Assets

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

  • 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.

  • 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;

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

  • Portfolio Assets means the portion of the net assets of the Fund managed by the Sub-Adviser pursuant to the following investment strategy as agreed to by the Adviser and the Sub-Adviser in a separately negotiated investment mandate: Emerging Markets (each a “Strategy”).

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

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

  • Related Assets Any assets held by a Trust the return of which is linked to one or more Underlying Securities and which, if applicable, shall be described in the related Supplement or a schedule thereto.

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

  • 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.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • surplus assets means the assets after payment of the debts and liabilities remaining on a winding-up of the incorporated association and the costs, charges and expenses of the winding-up;

  • Retained Assets has the meaning set forth in Section 2.2.

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

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Fixed Assets means the Equipment and Real Estate of the Borrower.

  • Liquid Assets mean Borrower's cash on hand plus Borrower's readily marketable securities.

  • Assets includes present and future properties, revenues and rights of every description;

  • Consolidated Assets means all assets which should be listed on the consolidated balance sheet of the Borrower and its Subsidiaries, as determined on a consolidated basis in accordance with GAAP.

  • Qualified Assets means any of the following assets: (i) interests, rights, options, warrants or convertible or exchangeable securities of the Partnership; (ii) Debt issued by the Partnership or any Subsidiary thereof in connection with the incurrence of Funding Debt; (iii) equity interests in Qualified REIT Subsidiaries and limited liability companies (or other entities disregarded from their sole owner for U.S. federal income tax purposes, including wholly owned grantor trusts) whose assets consist solely of Qualified Assets; (iv) up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Partnership; (v) cash held for payment of administrative expenses or pending distribution to security holders of the General Partner or any wholly owned Subsidiary thereof or pending contribution to the Partnership; and (vi) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Partnership and its Subsidiaries.

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

  • Specified Assets the following property and assets of such Grantor:

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

  • Underlying Assets With respect to a Loan, any property or other assets designated and pledged as collateral to secure repayment of such Loan, including, without limitation, to the extent provided for in the relevant Underlying Instruments, a pledge of the stock, membership or other ownership interests in the related Obligor and all Proceeds from any sale or other disposition of such property or other assets.

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