Examples of FH Assets in a sentence
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.
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.
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).
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.
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.
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.
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.
Upon the terms and subject to the conditions of this Agreement, on the Closing Date, in consideration for the saleof 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 S ection 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).
As stated above, plaintiff claims that he was denied access to water and was not allowed to wash his face or hands prior to being asked to give a urine sample, was once forced to defecate on himself, and was not provided with adequate time or drinking water to produce a urine specimen.Plaintiff has failed to establish that he suffered a sufficiently serious deprivation of the “minimal civilized measure of life’s necessities.” See Wilson, 501 U.S. at 298.
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 S ection 5.16 or S ection 5.17) and shall be included, to the extent applicable, in the calculation of the Final Net Working Capital.