Foodservice Assets definition

Foodservice Assets means (i) any and all Assets that are used exclusively or held for use exclusively in the Foodservice Business, (ii) all interests in the capital stock of, or any other equity interests in, the members of the SpinCo Group (other than SpinCo); (iii) any and all Assets that are expressly listed, scheduled or otherwise clearly described in this Agreement or any other Ancillary Agreement as Foodservice Assets or Assets to be transferred to SpinCo or any other member of the SpinCo Group, including, without limitation, those Assets set forth on Schedule 1 hereto, (iv) all rights of SpinCo under or pursuant to this Agreement, any Ancillary Agreement or any other instrument entered into in connection herewith or therewith, and (v) any and all Assets acquired by the SpinCo Group at any time after the Effective Date. Notwithstanding the foregoing, the Foodservice Assets shall not include any Assets (including tax attributes or claims for refund) allocated to Manitowoc ParentCo under the Tax Matters Agreement.
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Foodservice Assets means all of the assets and properties, tangible and intangible, listed on Schedule 1.1(a). "Foodservice Employee" means (i) any individual who at the Offer Closing Time is an officer or employee of any member of either Group and who is set forth on Schedule 1.1(b) hereof (which Schedule will be updated by mutual agreement of UCRI and Compass prior to the Offer Closing Time), and (ii) all employees of Daka as of the Offer Closing Time, a list of whom shall be provided by International to Compass prior to the Offer Closing Time pursuant to Section 7.1(b) excluding any employee of International or Daka located at each such company's headquarters in Danvers, Massachusetts unless included on Schedule 1.1(b). Schedule 1.1(b) and the list provided under Section 7.1(b) shall include a list of officers or employees actively at work and a list of individuals not actively at work but on (i) approved leave (including, without limitation, leaves of absence granted by reason of family leave, medical leave, short-term disability leave, and maternity or paternity leave, in all cases which began before the Offer Closing Time) who may become Foodservice Employees upon their written notice to International that they are available to work or (ii) layoff (with recall rights) from active employment, other than any individual who, as of the Offer Closing Time, has been determined to be permanently disabled under existing Benefit Plans of International. "Foodservice Liabilities" means the following liabilities: (i) the Funded Debt (as defined in Section 5.1(f) (ii) of the Merger Agreement), (ii) all obligations of performance or payment relating to or arising after the Offer Closing Time from the Foodservice Assets and the conduct of the Foodservice Business (as defined in the preamble to the Merger Agreement) to be performed or paid by the terms thereof after the Offer Closing Time, except for each of those purchase contracts between International and Coca-Cola, Lamb Xxxxxx xxx Bunge, (iii) all Liabilities relating to the employment of all Foodservice Employees after the Offer Closing Time, and (iv) the monetary obligations of Compass under the Series A Preferred Stock Purchase Agreement (as defined in the Merger Agreement). "French Quarter" means French Quarter Coffee Co., a Delaware corporation. "Fuddruckers" means Fuddruckers, Inc., a Texas corporation. "Great Bagel" means The Great Bagel and Coffee Company, a Delaware corporation. "Group" means the UCRI Group or the Interna...
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Examples of Foodservice Assets in a sentence

  • The rights and obligations of Manitowoc ParentCo, SpinCo and each of their respective Indemnified Parties under this Agreement will survive the sale, assignment or other transfer of (i) any Foodservice Assets or Foodservice Liabilities or (ii) any Manitowoc ParentCo Assets or Manitowoc ParentCo Liabilities.

  • International shall not, and shall not permit Daka to, create, incur or assume any Lien on the Foodservice Assets (as defined in the Reorganization Agreement), except for Liens created, incurred or assumed in the ordinary course of business consistent with the past practices of International and its subsidiaries, which Liens would not have a Material Adverse Effect on International and Daka taken as a whole.

  • All of the Foodservice Assets shall have been transferred and conveyed to Parent or an Affiliate of Parent (other than Newco or AHCGC) and Parent or such Affiliate shall have assumed all Assumed Foodservice Liabilities pursuant to the terms of this Agreement and the Foodservice Asset Transfer Documents.

  • Notwithstanding the foregoing, the Section 4.33(b) Assets shall not include any Specified Foodservice Assets.

Related to Foodservice Assets

  • Retail tobacco store means a retail store utilized primarily for the sale of tobacco products and accessories and in which the sale of other products is merely incidental.

  • Retail marijuana store means an entity licensed to purchase marijuana from marijuana cultivation facilities and marijuana and marijuana products from marijuana product manufacturing facilities and to sell marijuana and marijuana products to consumers.

  • Retail Store – means any business facility that sells goods directly to the consumer whether for or not-for-profit, including, but not limited to, retail stores, restaurants, pharmacies, convenience and grocery stores, liquor stores, as well as seasonal and temporary businesses.

  • 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.

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • 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;

  • 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;

  • Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.

  • Resident Business or “Resident Contractor” means an entity that has a valid resident certificate issued by the NM Taxation and Revenue Department pursuant to Section 13-1-22 NMSA 1978.

  • Distribution center means a building or structure used primarily for the storage of goods which are intended for subsequent shipment to retail outlets. Distribution center does not mean a building or structure used primarily to store raw agricultural products, used primarily by a manufacturer to store goods to be used in the manufacturing process, used primarily for the storage of petroleum products, or used for the retail sale of goods.

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

  • Financial Services Business for purposes of this Unit Agreement shall mean the business of banking, including deposit, credit, trust and investment services, mortgage banking, asset management, and brokerage and investment banking services.

  • Eligible business means a business located within the counties of Cook, DuPage, Kane, Lake, McHenry or Will in the State of Illinois (the “Six County Region”), and as to which: (1) a majority of the business' fleet is located and used within the Six County Region; and (2) a majority of those vehicles located and used within the Six County Region are alternatively powered vehicles.

  • Separate Business means each of the activities of the Licensee connected

  • food business operator means the natural or legal persons responsible for ensuring that the requirements of food law are met within the food business under their control;

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

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • food business means any undertaking, whether for profit or not and whether public or private, carrying out any of the activities related to any stage of production, processing and distribution of food;

  • Retail marijuana means all parts of the plant of the genus cannabis whether growing or not, the seeds thereof, the resin extracted from any part of the plant, and every compound, manufacture, salt, derivative, mixture, or preparation of the plant, its seeds, or its resin, including but not limited to Retail Marijuana Concentrate, that is cultivated, manufactured, distributed, or sold by a licensed Retail Marijuana Business. “Retail Marijuana” does not include industrial hemp, nor does it include fiber produced from stalks, oil, or cake made from the seeds of the plant, sterilized seed of the plant which is incapable of germination, or the weight of any other Ingredient combined with marijuana to prepare topical or oral administrations, food, drink, or other product. If the context requires, Retail Marijuana includes Retail Marijuana Concentrate and Retail Marijuana Product.

  • Cannabis business means any business activity involving cannabis, including but not limited to cultivating, transporting, distributing, manufacturing, compounding, converting, processing, preparing, storing, packaging, delivering, testing, dispensing, retailing and wholesaling of cannabis, of cannabis products or of ancillary products and accessories, whether or not carried on for gain or profit.

  • Customer Group means the Customer and where the Customer is a company, its holding company (if any) and their respective subsidiaries from time to time;

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Grocery store means any retail establishment, the business of which consists of the sale of food, food products, or beverages for consumption off the premises.

  • Centers for Medicare and Medicaid Services or “CMS” means the federal office under the Secretary of the United States Department of Health and Human Services, responsible for the Medicare and Medicaid programs.

  • Self-service storage facility or "facility" means any real property designed or used for the purpose of renting or leasing individual storage space to tenants who are to have access to that space for the purpose of storing and removing personal property.

  • home business means a business, service or profession carried out in a dwelling or on land around a dwelling by an occupier of the dwelling which —