Intel Transferred Assets definition

Intel Transferred Assets shall have the meaning set forth in Section 2.1 of the Intel Asset Transfer Agreement.
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Examples of Intel Transferred Assets in a sentence

  • ST has conducted such investigation and inspection of the Intel Transferred Assets, the Intel Transferred Liabilities, the Intel Business and the Intel Products that ST has deemed necessary or appropriate for the purpose of entering into this Agreement and the other Transaction Documents and consummating the transactions contemplated hereby and thereby.

  • To the Knowledge of Intel, no Intel Transferor is subject to any order, writ, injunction or decree of any Governmental Authority directly relating to the Intel Transferred Assets.

  • Although WFP received a 14 percent increase in flexible funding in 2020 compared with 2019, flexible funding accounted for only 5.7 percent of total 2020 contribution revenues, a similar level to that of previous years (figure II.2).

  • Intel shall prepare or cause to be prepared all Tax Returns with respect to the Intel Transferred Assets and the Intel Business for the Pre-Closing Tax Period, other than the Tax Returns of the Intel Transferred Entities for taxable periods that end following the Closing Date.

  • Each of FP and FP Holdco has conducted such investigation and inspection of the Intel Transferred Assets, the Intel Transferred Liabilities, the Intel Business, the Intel Products, the ST Transferred Assets, the ST Transferred Liabilities, the ST Business and the ST Products that FP and FP Holdco, respectively, has deemed necessary or appropriate for the purpose of entering into this Agreement and the other Transaction Documents and consummating the transactions contemplated hereby and thereby.

  • Intel has delivered to Newco summaries of all material insurance policies and fidelity bonds relating to the Intel Transferred Assets and the Intel Business.

  • Each of the FP Parties has conducted such investigation and inspection of the Intel Transferred Assets, the Intel Transferred Liabilities, the Intel Business, the Intel Products, the ST Transferred Assets, the ST Transferred Liabilities, the ST Business and the ST Products that the FP Parties, respectively, has deemed necessary or appropriate for the purpose of entering into this Agreement and the other Transaction Documents and consummating the transactions contemplated hereby and thereby.

  • All other Sales Taxes incurred by the Parties or their Affiliates as a consequence of the transfer of the Intel Transferred Assets (including the Intel Transferred Interests) to Newco shall be determined as soon as practicable after the Closing based on the allocation described in Section 5.9 and shall be borne 50% by Newco and 50% by Intel; provided, however, that in no event shall Newco’s share of such Sales Taxes exceed $5,000,000.

  • Newco shall prepare or cause to be prepared all Tax Returns with respect to the Intel Transferred Assets and the Intel Business for the Post-Closing Tax Period and of the Intel Transferred Entities for taxable periods ending after the Closing Date.

  • The Outstanding Ordinary Shares will have been validly issued, will be fully paid upon transfer of the Intel Transferred Assets and the ST Transferred Assets to Newco, and will have been issued in accordance with the registration or qualification provisions of all applicable securities laws, or pursuant to valid exemptions therefrom.

Related to Intel Transferred Assets

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

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

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

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

  • Transferred Property shall have the meaning specified in Section 2.1(a) hereof.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Transferred Real Property has the meaning set forth in Section 1.1(p).

  • Transferred Interests has the meaning set forth in the Recitals.

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

  • Transferred Intellectual Property means (a) all Owned Intellectual Property, (b) all Intellectual Property Licenses, and (c) all Technology owned by or licensed to Sellers that is exclusively used in connection with the conduct of the Business as currently conducted (the foregoing constituting the “Transferred Technology”).

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

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

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • 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.

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

  • Purchased Interests has the meaning set forth in the Recitals.

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

  • Transferred IP means the intellectual property rights set out in the Asset List.

  • Conveyed Assets shall have the meaning set forth in Section 2.01.

  • 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;

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).

  • Transition Property means the property right created by a financing order, including without