Other Business Assets definition

Other Business Assets is defined in Section 5.16.

Other Business Assets means, in the case of each Business, such assets, properties and rights as are owned by the relevant Business Seller or any other member of the RBSG Group and used and/or held exclusively for the purposes of that Business at the NatWest Closing in respect of the NatWest Businesses and the RBS Closing in respect of the RBS Businesses (including Cash at Closing but excluding the Excluded Assets and any other assets falling within Clause 2.2.1 (i)-(x));

Other Business Assets means those assets, properties and rights of the Asset Selling Entities set forth on Schedule 1.01(a).

Examples of Other Business Assets in a sentence

• The assets and properties necessary or currently used in the Business (including the French Business Assets, US Business Assets and Other Business Assets), whether owned or leased (and of any kind), are, in all material respects, in reasonable operating condition and repair and are suitable for the purposes for which they are presently being used.

• Buyer, the Company, Seller and the Asset Selling Entities agree to retain all books and records with respect to Tax matters pertinent to the Company, the Zhuhai Business Assets and Other Business Assets relating to any Pre-Closing Tax Period for the lesser of ten years after the Closing Date or until the expiration of the applicable statute of limitations, and to abide by all record retention agreements entered into with any Taxing Authority.

• Except as set forth on Section 3.14(c) of the Seller Disclosure Schedule, the Zhuhai Business Assets and the Other Business Assets are, and the Other Business Assets on the Other Business Assets Delivery Date will be, (i) in good operating condition and repair, subject to normal wear and tear, (ii) usable in the ordinary course of business and (iii) conform in all material respects to Applicable Law relating to their construction, use and operation.

• Other Business Assets includes any other machinery, equipment, inventory orother assets.

• The Other Business Assets may be delivered to the Zhuhai Facility in one or more shipment, but all of the Other Business Assets must be delivered by March 31, 2013.

More Definitions of Other Business Assets

Other Business Assets means any machinery, equipment, vehicles, furniture, supplies and other assets or property used in connection with the Business, except the JV Store Assets, the Corporate Store Assets, the Inventory Assets, the Leases, the Contracts, the Books and Records and any cash on hand or on deposit;

Other Business Assets means: the assets referred to in paragraph 7(a) of the Recitals to this Agreement;

Other Business Assets means the following assets, properties, rights and interests as of the Closing of the Company and the entities that were its Subsidiaries immediately prior to the Spin Off, wherever situated: (a) all Books and Records primarily used or held for use in the Other Businesses, and copies of all Other Books and Records; (b) the Assumed Contracts; (c) all Equipment primarily used or held for use in the Other Businesses or as set forth on Schedule 1.119(c), which, for the avoidance of doubt, shall include any Equipment primarily used or held for use in the Other Businesses prior to the Closing in any facilities to be leased or licensed from the Company or any U.S. Government Subsidiaries to Newco or any Other Subsidiaries following the Closing; (d) all Newco Intellectual Property, including without limitation, the Patents, Copyrights and Trademarks set forth on Schedule 1.119(d); (e) an undivided one-half ownership interest in the Shared Firm Intellectual Property; (f) goodwill primarily generated by or primarily associated with the Other Businesses, but not otherwise specifically identified herein; (g) all Real Property primarily used or held for use in the Other Businesses, as specified on Schedule 1.142; (h) all Inventory primarily used or held for use in the Other Businesses; (i) all Permits primarily used or held for use in the Other Businesses; (j) all rights of Newco and the Other Subsidiaries under this Agreement, the Ancillary Agreements and the Merger Agreement; (k) all prepaid expenses, deferred charges, advance payments, security deposits and other prepaid items to the extent arising primarily out of the operation of the Other Businesses; (l) all accounts receivable and other rights to payment to the extent arising primarily out of the operation of the Other Businesses and all Client-Related Receivables owed by the Company or any U.S. Government Subsidiary to Newco or any Other Subsidiary; (m) all receivables and other rights to payment of the Company or the U.S. Government Subsidiaries owed by Newco or the Other Subsidiaries (other than Client-Related Receivables), including, without limitation, pursuant to any intercompany debt, provided that, for the avoidance of doubt, the Other Business Assets shall include the Company’s right to payment pursuant to the recharge agreements (as amended) between 18

Other Business Assets means, in the case of each Business, such assets, properties and rights as are owned by the relevant Business Transferor or any other member of the RBSG Group and used or held exclusively for the purposes of that Business at Closing (excluding the Excluded Assets and any other assets falling within Clause 2.3.1(i) to (xi) or Clause 2.3.2(i)-(viii));

Other Business Assets has the meaning set forth in recital "D" above;

Other Business Assets has the meaning set forth in recital "E" above;

Other Business Assets means the following assets, properties, rights and interests as of the Closing of the Company and the entities that were its Subsidiaries immediately prior to the Spin Off, wherever situated: