Examples of Meridian Assets in a sentence
ATS acknowledges that prior to the date of this Agreement, Meridian engaged in discussion with certain other parties relating to the possibility of acquiring the Meridian Assets and the Meridian Business.
None of the fixed assets or equipment comprising a part of the Meridian Assets is subject to contracts of sale, and none is held by Meridian as lessee or as conditional sales vendee under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Meridian Disclosure Schedule.
To Meridian's knowledge, Meridian has obtained all Private Authorizations (other than those with respect to the New Sites) with respect to the ownership or operation of the Meridian Assets or the conduct of the Meridian Business as currently conducted which, if not obtained and maintained, could, individually or in the aggregate, Materially Adversely Affect Meridian.
For purposes of this Agreement, the term "Meridian Assets" shall mean all of the Assets of Meridian, including without limitation the right to use the name "Meridian" and all variations thereof, other than the Excluded Assets.
From and after the Closing, Meridian shall not, without the prior written consent of ATS, disclose any information remaining in its possession with respect to the Meridian Assets or the Meridian Business or to which it may have access in accordance with the provisions of the following paragraph, and no such information shall be used for any purposes, other than in connection with the Transactions or to the extent required by Applicable Law, except as otherwise provided in the following paragraph.
Except as set forth in Section 3.8 of the Meridian Disclosure Schedule, to Meridian's knowledge, no Intangible Assets (except Governmental Authorizations and Private Authorizations and the Intangible Assets so set forth) are required for the ownership or operation of the Meridian Assets or the conduct of the Meridian Business substantially as currently owned, operated and conducted or proposed to be owned, operated and conducted on or prior to the Closing Date.
Subject to the terms and conditions set ------------------------- forth in this Agreement, Meridian hereby agrees to sell, assign, transfer and deliver to ATS at the Closing, and ATS agrees to purchase at the Closing, the Meridian Assets and the Meridian Business, free and clear of any Liens of any nature whatsoever except for Permitted Liens.
Section 3.8 of the Meridian Disclosure Schedule ----------------- sets forth a true, accurate and complete description of all Intangible Assets (other than Governmental Authorizations) relating to the ownership and operation of the Meridian Assets or the conduct of the Meridian Business held or used by Meridian, including without limitation the nature of Meridian's interest in each and the extent to which the same have been duly registered in the offices as indicated therein.
Section 3.15 of the Meridian Disclosure ----------------------- Schedule contains a true, accurate and complete list of all Meridian employees involved in the ownership or operation of the Meridian Assets or the conduct of the Meridian Business (the "Meridian Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation.
All California and other sales --------------------------------- and/or use Taxes, documentary or governmental transfer Taxes, recording fees, or other comparable charges levied by any Authority in connection with the purchase and sale of the Meridian Assets and the Meridian Business contemplated hereby, and all Xxxx-Xxxxx-Xxxxxx filing fees, shall be borne equally by Meridian and ATS.