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

• 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.

• 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.

• There are no pending audits, assessments or other actions for or relating to any liability in respect of Taxes of the Company or any Asset Selling Entity that would adversely affect the Zhuhai Business Assets or the Other Business Assets or the Zhuhai Business or result in any liability of Buyer therefor, and, to the Knowledge of Seller, none has been threatened.

• 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 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.

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 the Company and (i) Booz Xxxxx Xxxxxxxx GmbH (Germany), (ii) Booz Xxxxx Xxxxxxxx AS (Norway), (iii) Booz Xxxxx Xxxxxxxx AB (Sweden), (iv) Booz Xxxxx Xxxxxx...

Other Business Assets is defined in Section 1.1(b)(v).

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));

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