Newco Assets definition

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

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Newco Assets means the assets, properties and rights of the Newco Companies after giving effect to the Contemplated Transactions described in or contemplated by the Distribution Agreement.

Newco Assets means:

Examples of Newco Assets in a sentence

Newco, Newco OP and each member of the Newco Group hereby waives compliance by each and every member of the Vornado Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may be applicable with respect to the transfer or sale of any or all of the Newco Assets or Newco Properties to any member of the Newco Group.
All of the Everest Provided Services and Everest Provided Facilities shall be for the sole use and benefit of Newco Group to the extent relating exclusively to the Newco Assets, and all of the Newco Provided Services and Newco Provided Facilities shall be for the sole use and benefit of the Everest Group to the extent relating exclusively to the Everest Retained Assets.
Upon request, Weyerhaeuser shall make available to Spinco such portions of the Pre-Distribution Period Tax Returns as they relate to the Newco Assets, Newco Canada Exchangeco Assets or the Newco Business.
All Liabilities and Assets assumed or retained by a member of the Newco Group under this Agreement shall be Newco Liabilities or Newco Assets, respectively, for purposes of the Separation and Distribution Agreement.
There are no Encumbrances for material Taxes upon any of the Newco Assets except Permitted Encumbrances.

More Definitions of Newco Assets

Newco Assets has the meaning set forth in the Contribution and Distribution Agreement.

Newco Assets means, in the event that there is no Acceptable Package 2 Purchaser at the conclusion of the Sale Process, the Package 2 Assets and cash in an amount to be determined by the Required Supporting Lenders; provided, that assets otherwise required for the consummation of the Plan, including Cash held in the Sale Reserve Account or the Claims Reserve Account, shall not be transferred to Newco.

Newco Assets shall have the meaning set forth in Section 4.1 hereof.

Newco Assets means all Assets of the Company as of the Closing Date, including all cash of the Company (after giving effect to the transactions contemplated by clause (i) of Section 2.3(b) and Section 2.3(c)) not used to pay Merger Consideration (as defined in the Merger Agreement), cash out Company Options (as defined in the Merger Agreement) or make payments in respect of Appraisal Shares (as defined in the Merger Agreement) (calculated for this purpose to equal the Merger Consideration which would have otherwise been payable in respect of such Appraisal Shares) other than (a) the Retained Assets and (b) the LJR Assets. By virtue of acquiring the Newco Assets pursuant to this Agreement, after the Closing, Newco will directly or indirectly own all of the capital stock of the Newco Entities and the Assets of such entities, including the Newco Proprietary Name Rights, and such Assets of the Newco Entities will be considered Newco Assets for purposes of this Agreement; provided, that for purposes of the definition of Newco Adverse Effect and Sections 6.4(a), 6.6(b), 6.6(f) and 6.6(h), Newco Assets shall be deemed to include any Asset held by Instinet or any of its Subsidiaries that is of a type that if held by the Company on the Closing Date would constitute a Newco Asset.

Newco Assets has the meaning set forth in Section 2.02(a).

Newco Assets means all Assets of the Newco Group as determined pursuant to Article II.

Newco Assets has the meaning set forth in Section 3.2(e) (Shares of the Target Companies);