Other Transferred Assets definition
Examples of Other Transferred Assets in a sentence
There is no action, claim, investigation or proceeding before any court or governmental agency pending, or to the best of Symantec's knowledge, threatened against or involving Symantec related to the current version of ACT! 2000, Other Transferred Assets or Tangible Assets.
At the Closing Symantec shall transfer to SalesLogix the rights indicated on EXHIBIT C hereto to the Other Transferred Assets.
Other than as prescribed by Law and the Permitted Encumbrances, no third party is entitled to require the transfer of any of the Other Transferred Assets (other than the Prepayments), nor does any right of first refusal exist with respect to any of the Other Transferred Assets.
Except as set forth on Section 4.11 of the Disclosure Letter, there is no pending or, to the Knowledge of the Company, threatened in writing legal or administrative Proceeding, against the Company or any of the SCT Subsidiaries.
All assets of ▇▇▇▇▇▇▇▇ Construction, LLC that were not disposed of to third Persons prior to the Closing Date, including all construction drawings and documents relating to Retirement Communities, will have been transferred to ERC and will be included in the Other Transferred Assets.
Except for liens described on Schedule 5.10(a) which secure Indebtedness and which will be discharged at or prior to the Closing and except for Permitted Liens, at and as of the Closing, all of the Prince Assets will be, and the Other Transferred Assets will be, entirely free and clear of any Lien.
Both Acquisition Company and the Company agree to file with the IRS an IRS Form 8594 (Asset Acquisition Statement under Section 1060) with respect to the acquisition by Acquisition Company of the Prince Assets and the Other Transferred Assets, with their respective Federal income tax returns for the year in which the Closing occurs, consistent with the Asset Purchase Price allocations made pursuant to Schedule 2.7 hereto.
All conditions precedent and other contingencies of Seller described or referred to in the Fountain Valley and the Other Purchase Agreements shall have been satisfied or waived by Seller, and Seller's conveyance of the Other Transferred Assets shall be consummated in accordance with the terms of the applicable Fountain Valley and Other Purchase Agreements simultaneously with the closing of the transactions contemplated by this Agreement on the Closing Date.
The Phibro Parties and the Palladium Parties each hereby acknowledge and agree that (a) the fair value of the Purchase Stock is $10,000,000 and (b) the fair value of (i) the Exchange Stock and (ii) the fair value of the Prince Assets and the Other Transferred Assets less the Assumed Obligations, are each $19,858,400 (the "Asset Purchase Price").