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

Examples of Other Business Assets in a sentence

• If following the Closing, the Parties determine that Other Business Assets were not transferred to Buyer, the Parties agree to cooperate to transfer such Other Business Assets to Buyer as promptly as practicable without the payment of any further consideration.

• It is anticipated that a separate transfer agreement relating to the Other Business Assets shall be prepared consistently with the Asset Allocation for purposes of filing with applicable Governmental Authorities.

• 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.

• Buyer has sufficient available cash, available lines of credit or other sources of immediately available funds to make payment of the Closing Purchase Price, the Other Business Assets Price and any other amounts to be paid or payable by it hereunder and to otherwise consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

• Buyer shall provide Seller with a draft of the allocation of the Other Business Assets Price among the Other Business Assets for tax purposes (the “Draft Asset Allocation”), and Buyer and Seller shall cooperate in good faith to agree upon a final version of such allocation (the “Asset Allocation”).

More Definitions of Other Business Assets

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

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 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 has the meaning set forth in recital "E" above;

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

Other Business Assets has the meaning set forth in Section 7.21.

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));