Marathon Transferred Assets definition

Marathon Transferred Assets shall have the meaning set forth in Section 2.1 of the Asset Transfer and Contribution Agreement.
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Marathon Transferred Assets shall include (i) the assets covered by the Marathon Sublease Agreements, subject, however, to the rights of the lessors of such property under the underlying leases and (ii) the assets transferred to the Company or its subsidiaries by another entity at the direction of Marathon or its subsidiaries. The term “Marathon Transferring Entity” shall include (i) any entity that is subleasing assets to the Company or its subsidiaries under the Marathon Sublease Agreements and (ii) solely for purposes of the representations and warranties contained in Section 5.1(a) and Section 5.2, any entity that transfers assets to the Company or its subsidiaries at the direction of Marathon or its subsidiaries.
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Examples of Marathon Transferred Assets in a sentence

  • Schedule 5.12 to the Marathon Asset Transfer and Contribution Agreement Disclosure Letter sets forth a correct and complete list of all Affiliates of Marathon that are engaged in the conduct and operation of Marathon’s Business or own or lease any Marathon Transferred Assets or have any other rights in respect of any Marathon Transferred Asset.

  • The Marathon Transferred Assets are being operated by Marathon in compliance with all Applicable Laws and Marathon Material Permits, except as set forth on Schedule 5.6 to the Marathon Asset Transfer and Contribution Agreement Disclosure Letter and except for such non-compliance which would not have and would not reasonably be expected to have, individually (including a series of related non-compliances), a Material Adverse Effect on Marathon’s Business.

  • Marathon shall pay, when due, any documentary transfer, stamp, recording, sales, use and similar Taxes, fees and other governmental charges (including any related interest and penalties) (“Transfer Taxes”) with respect to the transfer of the Marathon Transferred Assets, regardless of whether any Transfer Tax is imposed on it or any Marathon Transferring Entity, the Company or any subsidiary of the Company.

  • Subject to Section 2.6(a), from time to time, Marathon and its Affiliates shall execute and deliver, and record (when appropriate), any and all instruments or other documents of transfer, conveyance and assignment, and take such other action as the Company may reasonably request, as may be necessary or advisable to effect or evidence the transfers of the Marathon Transferred Assets, as and to the extent contemplated hereby.

  • Except as set forth in Section 2.4 or Article IX, any Liability for any Claim to the extent related to the Marathon Transferred Assets or the operation or conduct of Marathon’s Business to the extent arising out of acts or omissions occurring prior to or on or after the Closing Date.

  • Except as set forth in Article IX, any Environmental Loss to the extent related to the Marathon Transferred Assets or the operation or conduct of Marathon’s Business and in each case arising out of facts or circumstances existing, or acts or omissions occurring, prior to or on or after the Closing Date.

  • All insurance policies and contracts (including those issued by captive insurance companies) maintained by Marathon or its Affiliates with respect to Marathon’s Business or the Marathon Transferred Assets and all rights, Claims and causes of action under such insurance policies and contracts.

  • Except as set forth on Schedule 5.2 to the Marathon Asset Transfer and Contribution Agreement Disclosure Letter, Marathon, the Marathon Transferring Entities and the Marathon Subsidiaries have good and valid title to all Marathon Transferred Assets, in each case, free and clear of all Liens, subject only to Permitted Encumbrances.

  • Marathon shall pay all state Uniform Commercial Code filing fees incurred by Marathon or any Marathon Transferring Entity, the Company or any subsidiary of the Company in connection with any transfer of the Marathon Transferred Assets pursuant to this Agreement.

  • The Marathon Transferred Assets constitute all property and other rights necessary to enable the Company to operate and conduct Marathon’s Business in substantially the same manner as it is currently being operated and conducted.

Related to Marathon 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.

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

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

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

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

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

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

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

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

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

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

  • Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

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

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

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

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

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

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

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

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

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.

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

  • 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;

  • Contributed Interests has the meaning set forth in the recitals to this Agreement.