Fountain Assets definition

Fountain Assets has the meaning set forth in the Fountain Separation Agreement.
Sample 1Sample 2Sample 3
Fountain Assets means: (i) the ownership interests in those Business Entities that are members of the Fountain Group; (ii) all Fountain Contracts, any rights or claims arising thereunder, and any other rights or claims or contingent rights or claims primarily relating to or arising from any Fountain Asset or the Fountain Business; (iii) any and all Assets reflected on the Fountain Balance Sheet and any Assets acquired by or for Fountain or any member of the Fountain Group subsequent to the date of such balance sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any dispositions of any of such Assets subsequent to the date of such balance sheet not made in violation of the Merger Agreement; (iv) subject to Article X, any and all rights of any member of the Fountain Group under any Policies, including any rights thereunder arising after the Fountain Distribution Date in respect of any Policies that are occurrence policies; (v) any and all Assets owned or held immediately prior to the Effective Time by Trident or any of its Subsidiaries that primarily relate to or are primarily used in the Fountain Business; (vi) the Assets set forth on Schedule 1.1(66)(vi) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets that have been or that are to be Transferred to Fountain or any other member of the Fountain Group; and (vii) any and all furnishings and office equipment located at a physical site to the extent the ownership or leasehold interest with respect to such physical site is being Transferred to or retained by Fountain; provided that personal computers shall be Transferred to Fountain if, following the Effective Time, the Fountain Group employs the applicable employee who, prior to the Effective Time, used such personal computer. Notwithstanding the foregoing, the Fountain Assets shall not include (x) any Assets to the extent they are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by or Transferred to any member of the Trident Group or (y) cash or cash equivalents held as of or prior to the Effective Time except to the extent taken into account in determining the amount of Net Indebtedness pursuant to Section 3.4 or Closing Net Indebtedness pursuant to Section 3.5. In the event of any inconsistency or conflict...
Sample 1Sample 2Sample 3

Examples of Fountain Assets in a sentence

  • He also served on the Board of Directors at Enyam Denkyira Rural Bank, Family Fountain Assets & Securities Limited.

Related to Fountain Assets

  • Campus means any place where the college conducts or sponsors educational, public service, or research activities.

  • Residentia Group means Residentia Group Pty Ltd of 165 Barkly Avenue Burnley VIC, ACN 600 546 656 in respect of Appliances purchased in Australia;

  • Community Contribution Company means a corporation formed under the laws of British Columbia that includes in its articles the following statement:

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

  • Ohio Business Gateway means the online computer network system, created under section 125.30 of the Ohio Revised Code, that allows persons to electronically file business reply forms with state agencies and includes any successor electronic filing and payment system.

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiaries.

  • Real Estate Business means homebuilding, housing construction, real estate development or construction and the sale of homes and related real estate activities, including the provision of mortgage financing or title insurance.

  • CCR means the California Code of Regulations.

  • Operating Companies shall have the meaning specified in the recitals to this Agreement.

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

  • Forest means an area of land defined by the minimum values for area size, tree crown cover or an equivalent stocking level, and potential tree height at maturity at the place of growth of the trees as specified for each Member State in Annex II. It includes areas with trees, including groups of growing, young, natural trees, or plantations that have yet to reach the minimum values for tree crown cover or an equivalent stocking level or minimum tree height as specified in Annex II, including any area that normally forms part of the forest area but on which there are temporarily no trees as a result of human intervention, such as harvesting, or as a result of natural causes, but which area can be expected to revert to forest;

  • Cemetery means 1 or a combination of more than 1 of the following:

  • Company Real Property means the Company Owned Real Property and the Company Leased Real Property.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • 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.

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.

  • Insurance holding company system means a group of two or more affiliated persons, at least one of whom is an insurer.

  • 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.

  • Abbeyfield Home means an establishment run by the Abbeyfield Society including all bodies corporate or unincorporated which are affiliated to that society;

  • Harbour Master means the ABP Harbour Master or Dock Master for the Port (as appropriate) or their authorised representative;

  • Restricted Assets means all licenses, permits, franchises, approvals or other authorizations from any Governmental Authority from time to time granted to or otherwise held by the Company to the extent the same constitute “Excluded Assets” under (and as defined in) the Senior Lien Documents or the Junior Lien Documents or are similarly carved out from the granting clause or the collateral thereunder.

  • Regulated motor vehicle surface means any of the following, alone or in combination:

  • Senior citizen center means a facility having the primary purpose of providing services to the aged as defined in Section 62A-3-101.

  • 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.

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to: