Parent Transferred Assets definition

Parent Transferred Assets means the assets of Parent and its Subsidiaries (other than the Acquired Companies and Newco) as of the Reference Time consisting solely of the line item “Parent Transferred Assets” accounts specified in the Financial Adjustment Statement.
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Parent Transferred Assets has the meaning set forth in Schedule 1.1B(a)(ii).
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Examples of Parent Transferred Assets in a sentence

  • The Directors of the appropriate class shall be elected (i) by the Shareholders at the annual meeting of Shareholders, or if not so elected, at a special meeting of Shareholders called for that purpose or (ii) by the Directors as provided in Article V of the Articles of Incorporation.

  • All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including penalties and interest) incurred in connection with the Sale (“Transfer Taxes”), including in connection with the contribution, transfer, assignment and conveyance of the Acquired LLC Interests and the Parent Transferred Assets to Newco and the sale, transfer, assignment and delivery to Buyer of the Newco LLC Interests, shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller.

Related to Parent Transferred Assets

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Retained Assets has the meaning set forth in Section 2.2.

  • Transferred Interests has the meaning set forth in the Recitals.

  • Excluded Assets has the meaning set forth in Section 2.02.

  • Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

  • Subject Assets is defined in Section 2.2(c).

  • Transferred Property shall have the meaning specified in Section 2.1(a) hereof.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

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

  • Combined Assets means the sum of Fund Assets and Other Assets; and

  • Conveyed Assets shall have the meaning set forth in Section 2.01.

  • Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • After-Acquired Property means any property (other than Collateral or Excluded Property) that is acquired or otherwise owned by the Company or any Subsidiary after the Issue Date of a type that secures the Secured Obligations.