Intel Transferred Liabilities definition

Intel Transferred Liabilities shall have the meaning set forth in Section 2.3 of the Intel Asset Transfer Agreement.
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Examples of Intel Transferred Liabilities 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.

  • 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 will transfer, and will cause certain of its Subsidiaries to transfer to Holdings and its Subsidiaries, the Intel Transferred Assets in consideration for the issuance by Holdings of the Intel Holdings Shares, the payment by Holdings or its Subsidiaries of the Intel Cash Consideration, and the assumption by Holdings or its Subsidiaries of the Intel Transferred Liabilities, all on the terms and conditions set forth in the Intel Asset Transfer Agreement.

  • The Intel Consideration (including the Intel Transferred Liabilities to the extent treated as “amount realized” for United States federal income tax purposes) shall be allocated among the Intel Transferred Assets and the Intel Transferred Interests in accordance with Schedule 5.8(e) of the Intel ATA Disclosure Letter (as such allocation shall be determined following Closing and delivered by Intel to Holdings within 30 days following the Closing Date).

  • 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.

  • The Intel Consideration (including the Intel Transferred Liabilities to the extent treated as “amount realized” for United States federal income tax purposes) shall be allocated among the Intel Transferred Assets and the Intel Transferred Interests in accordance with Schedule 5.8(e) of the Intel ATA Disclosure Letter (as such allocation shall be determined prior to Closing and attached hereto immediately prior to the Closing).

Related to Intel Transferred Liabilities

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

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

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

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Covered Liabilities as defined in Subsection 11.21.

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

  • Excluded Liabilities has the meaning set forth in Section 2.4.

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

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

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

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

  • 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.

  • Assigned Contract has the meaning set forth in Section 1.5(a).

  • 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”).

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Subject Business means the policy or policies that are the subject of the Insurance Business Transfer Plan.

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

  • Assumed Obligations has the meaning specified in Section 2.2.

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

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

  • Assigned Assets refers to the Technology, all Derivatives, all Intellectual Property Rights, all Embodiments and Business Assets, collectively.

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

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