New Ceridian Assets definition

New Ceridian Assets means, collectively, all the rights and Assets owned or held by the Corporation or any Subsidiary of the Corporation immediately prior to the Effective Time, except the Media Information Assets.
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New Ceridian Assets means, at all times prior to the Spin-Off Consummation Date, all assets of the Company and its Subsidiaries intended (consistent with the Form 10) to be transferred to New Ceridian pursuant to the Separation and not including any assets necessary to conduct the Arbitron Business. "New Ceridian Credit Agreement" means that certain Credit Agreement dated as of January 31, 2001, among New Ceridian, the lenders from time to time party thereto and Bank of America, as the administrative agent, as amended or modified from time to time, and any agreement or agreements relating to extensions of credit which are a refinancing or replacement of such Credit Agreement.
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New Ceridian Assets means, at all times prior to the Spin-Off Consummation Date, all assets of the Borrower and its Subsidiaries intended (consistent with the Form 10) to be transferred to New Ceridian pursuant to the Separation and not including any assets necessary to conduct the Arbitron Business.
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Examples of New Ceridian Assets in a sentence

  • All information and records regarding employment and personnel matters of applicants for employment, New Ceridian Employees and Former New Ceridian Employees shall be New Ceridian Assets, but the Corporation shall have reasonable access to such records after the Distribution Date as necessary for business and plan administration purposes.

  • In exchange for, and at the time of, the contribution of the New Ceridian Assets and the assumption of the New Ceridian Liabilities, New Ceridian shall issue that number of New Ceridian Common Shares equal to the number of shares of Ceridian Common Shares outstanding on the Distribution Record Date, less any shares of Ceridian Common Stock forfeited by employees of the Corporation in connection with the Distribution.

  • The text of Section 2.1(b) shall be deleted in its entirety and be replaced with the following: "In exchange for, and at the time of the contribution of the New Ceridian Assets and the assumption of the New Ceridian Liabilities, New Ceridian shall issue that number of New Ceridian Common Shares equal to the number of shares of Ceridian Common Stock outstanding on the Distribution Record Date, less 1,000 shares (which shares were issued to Ceridian at the time of the formation of New Ceridian).

  • The text of Section 2.1(b) shall be deleted in its entirety and be replaced with the following: “In exchange for, and at the time of the contribution of the New Ceridian Assets and the assumption of the New Ceridian Liabilities, New Ceridian shall issue that number of New Ceridian Common Shares equal to the number of shares of Ceridian Common Stock outstanding on the Distribution Record Date, less 1,000 shares (which shares were issued to Ceridian at the time of the formation of New Ceridian).

Related to New Ceridian Assets

  • Loan Assets means, collectively and as applicable, the Initial Loan Assets, the Substitute Loan Assets and the Additional Loan Assets, as applicable.

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

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

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

  • Combined Assets means the sum of Fund Assets and Other Assets; and

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

  • Company IT Assets means any and all computers, computer software, source code, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology systems and equipment, and all associated documentation owned by the Company or any of its Subsidiaries or licensed or leased to the Company or any of its Subsidiaries (excluding any public networks).

  • Portfolio Assets means all Loan Assets owned by the Borrower, together with all proceeds thereof and other assets or property related thereto, including all right, title and interest of the Borrower in and to:

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

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

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

  • Purchased Student Loan means a Trust Student Loan which is, as of the close of business on the last, day of a Collection Period, purchased by the Servicer pursuant to Section 3.05 of the Servicing Agreement or repurchased by the Depositor pursuant to Section 6.01 of the Sale Agreement or purchased by the Sellers pursuant to Section 6.01 of the Purchase Agreements.

  • Receivables and Related Assets means (a) accounts receivable, instruments, chattel paper, obligations, general intangibles, equipment and other similar assets, including interests in merchandise or goods, the sale or Lease of which gives rise to the foregoing, related contractual rights, guarantees, insurance proceeds, collections and other related assets, (b) equipment, (c) inventory and (d) proceeds of all of the foregoing.

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

  • Receivables Related Assets means accounts receivable, instruments, chattel paper, obligations, general intangibles and other similar assets, in each case relating to receivables subject to the Permitted Receivables Facility, including interests in merchandise or goods, the sale or lease of which gave rise to such receivables, related contractual rights, guaranties, insurance proceeds, collections and proceeds of all of the foregoing.

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

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

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

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

  • Eligible next Michigan business means that term as defined in section 3 of the Michigan economic growth authority act, 1995 PA 24, MCL 207.803.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

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

  • Eligible business means a business located within the counties of Cook, DuPage, Kane, Lake, McHenry or Will in the State of Illinois (the “Six County Region”), and as to which: (1) a majority of the business' fleet is located and used within the Six County Region; and (2) a majority of those vehicles located and used within the Six County Region are alternatively powered vehicles.

  • Eligible Trade Receivables means Accounts arising from the sale of the Loan Parties’ Inventory (other than those consisting of Credit Card Receivables) that satisfies the following criteria at the time of creation and continues to meet the same at the time of such determination: such Account (i) has been earned by performance and represents the bona fide amounts due to a Loan Party from an account debtor, and in each case originated in the ordinary course of business of such Loan Party, and (ii) in each case is acceptable to the Administrative Agent in its discretion, and is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (t) below. Without limiting the foregoing, to qualify as an Eligible Trade Receivable, an Account shall indicate no Person other than a Loan Party as payee or remittance party. In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Loan Party may be obligated to rebate to a customer pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the Loan Parties to reduce the amount of such Eligible Trade Receivable. Any Accounts meeting the foregoing criteria shall be deemed Eligible Trade Receivables but only as long as such Account is not included within any of the following categories, in which case such Account shall not constitute an Eligible Trade Receivable: