Newco Assets definition

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

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.

• As of the date of this Agreement, there is no material Order to which any of Everest or any of its Subsidiaries (relating to the Newco Business), any of the Newco Assets or any of the Newco Companies is subject.

• As of the date of this Agreement, there is no material pending and served Legal Proceeding affecting Everest or any of its Subsidiaries (relating to the Newco Business), the Newco Assets or the Newco Companies or, to the Knowledge of Everest, any such pending but not served material Legal Proceeding, and, to the Knowledge of Everest, as of the date of this Agreement, no Person has threatened to commence any such material Legal Proceeding.

• 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.

• Nothing in this Section 4.24 shall be construed to constitute a representation or warranty as to title to the Newco Assets, the Newco Exchangeco Assets or the Retained Licensed Intellectual Property licensed under the Intellectual Property License Agreement, which is the subject of Sections 4.17 and 4.18.

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 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 3.2(e) (Shares of the Target Companies);

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

Newco Assets the capital stock of the Managed Care Companies; (b) all assets of UWS used in connection with the management and operational services performed by UWS for the operations of the Managed Care Companies including all trademarks and tradenames related solely to products sold by the Managed Care Companies; and (c) working capital as set forth on Schedule A. NEWCO BUSINESS: all businesses conducted by the Newco Group.

Newco Assets means (i) all shares of capital stock of Newco and (ii) all Transferred Tools and all other assets of Newco, other than the Excluded Tools.