Peabody Contributed Assets definition

Peabody Contributed Assets means all of the right, title and interest of Peabody and each of its Affiliates in or to each of the following (in each case, excluding any Excluded Assets) as the same shall exist as of the Closing Date:
Sample 1Sample 2Sample 3
Peabody Contributed Assets in this Section 1.1.
Sample 1Sample 2

Examples of Peabody Contributed Assets in a sentence

  • The JV Company shall prepare and file or cause to be prepared and filed all Tax returns required to be filed by the Peabody Transferred Subsidiaries or the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets or the Arch Contributed Assets, in each case, for any Straddle Period.

  • There is no pending Order of any Governmental Authority against or binding upon any of the Peabody Contributed Assets or Peabody or any of its Affiliates to the extent relating to the Peabody Business.

  • Peabody or a controlled Affiliate of Peabody has good and valid title to or leasehold interest in all Tangible Personal Property included in the Peabody Contributed Assets, in each case, free and clear of all Encumbrances, subject only to Permitted Encumbrances.

  • Section 4.19 of the Peabody Disclosure Letter sets forth a correct and complete list as of the date hereof of each insurance policy maintained by Peabody or any of its Affiliates that provides coverage for or in respect of the Peabody Contributed Assets or the Peabody Assumed Liabilities (including amounts and types of coverage).

  • Each Party hereby waives compliance by it and each of its Affiliates with the notice requirements and other applicable provisions relating to transferee liability of the “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer of any or all of the Peabody Contributed Assets or the Arch Contributed Assets to any of the JV Entities in connection with the transactions contemplated by this Agreement.

  • Arch has made all inspections and investigations of the Peabody Contributed Assets and the Peabody Assumed Liabilities deemed necessary or desirable by Arch.

Related to Peabody Contributed Assets

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

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

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

  • 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.

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

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

  • Contributed Property means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash, contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.5(d), such property shall no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.

  • Contributed Interests has the meaning set forth in the recitals.

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

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

  • Transferred Real Property shall have the meaning set forth in Section 1.2(a)(vii).

  • Gross estate means the gross estate, for federal estate tax purposes.

  • Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.

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

  • Real Estate Business means homebuilding, housing construction, real estate development or construction and related real estate activities, including the provision of mortgage financing or title insurance.

  • Sold Assets has the meaning set forth in Section 2.01(b).

  • Company Owned Real Property shall have the meaning set forth in Section 3.12(a).

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

  • Restricted Assets means all licenses, permits, franchises, approvals or other authorizations from any Governmental Authority from time to time granted to or otherwise held by the Company to the extent the same constitute “Excluded Assets” under (and as defined in) the Senior Lien Documents or the Junior Lien Documents or are similarly carved out from the granting clause or the collateral thereunder.

  • Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).

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

  • Owned Real Properties has the meaning set forth in Section 3.16(b).

  • Estate in Real Property A fee simple estate in a parcel of land.

  • Related Assets Any assets held by a Trust the return of which is linked to one or more Underlying Securities and which, if applicable, shall be described in the related Supplement or a schedule thereto.

  • Company Real Property means the Company Owned Real Property and the Company Leased Real Property.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.