Prior Assets definition

Prior Assets means assets that have been disposed of by a division or branch of Borrower or a Subsidiary in a transaction with an unaffiliated third party approved in accordance with this Agreement which would not make the seller a “Prior Company” but constitute all or substantially all of the assets of such division or branch for which the total consideration to be paid exceeds $25,000,000.
Sample 1Sample 2Sample 3
Prior Assets means assets comprising a division or branch of the Parent Borrower or a Restricted Subsidiary disposed of in a transaction in accordance with this Agreement which would not make the seller a “Prior Company.”
Sample 1Sample 2Sample 3
Prior Assets means assets that have been disposed of by a division or branch of Borrower or a Subsidiary in a transaction with an unaffiliated third party approved in accordance with this Agreement which would not make the seller a "Prior Company" but constitute all or substantially all of the assets of such division or branch.
Sample 1Sample 2Sample 3

Examples of Prior Assets in a sentence

  • Dengue fever related acalculous cholecystitis in a North Indian tertiary care hospital.

  • See Advisory Opinion 2008-02: Treatment of Prior Assets Used by Candidate Committee in Current Election Cycle.


More Definitions of Prior Assets

Prior Assets has the meaning specified in Section 7.02.
Sample 1Sample 2Sample 3
Prior Assets means assets comprising a division or branch of Borrower or a Restricted Subsidiary disposed of in a transaction in accordance with this Agreement which would not make the seller a "Prior Company".
Sample 1
Prior Assets means assets that have been disposed of by a division or branch of Borrower or a Subsidiary in a transaction with an unaffiliated third party approved in accordance with this Agreement which would not make the seller a "Prior Company" but constitute all or substantially all of the assets of such division or branch for which the total consideration to be paid exceeds $25,000,000.
Sample 1Sample 2
Prior Assets means assets comprising a division or branch of the Parent Borrower or a Restricted Subsidiary disposed of in a transaction in accordance with this Agreement which would not make the seller a “Prior Company”. “Prior Company” means any Restricted Subsidiary all of whose Equity Interests, or all or substantially all of whose assets have been disposed of, in a transaction in accordance with this Agreement. “Prior Target” means all Targets acquired or whose assets have been acquired in a transaction permitted by Section 6.04. “Pro Forma Basis”, “Pro Forma Compliance” or “Pro Forma Effect” means, with respect to any proposed Specified Transaction or other transaction requiring the calculation of a financial metric on a Pro Forma Basis, such financial metric calculated: (a) for the most recent four (4) Fiscal Quarter period then ended on a pro forma basis as if such Specified Transaction or other transaction as applicable, had occurred as of the first day of such period, (b) to include any Indebtedness incurred, assumed or repaid in connection therewith (assuming, to the extent such Indebtedness bears interest at a floating rate, the rate in effect at the time of calculation for the entire period of calculation) as if such indebtedness was incurred, assumed or repaid on the first day of such period, (c) based on the assumption that any sale of Subsidiaries or lines of business which occurred during such period occurred on the first day of such period, and (d) with respect to an acquisition or investment, as if the Target were a “Prior Target” for purposes of calculating Adjusted EBITDA. “Pro Forma Financial Statements” has the meaning set forth in Section 4.01(h). “Prohibited Transaction” has the meaning set forth in Section 406 of ERISA and Section 4975(c)(1) of the Code. “PubCo” has the meaning set forth in the preamble hereto (and shall include any Successor PubCo). “Public Company Costs” means charges associated with, in anticipation of, or preparation for, compliance with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith and charges relating to compliance with the provisions of the Securities Act and the Exchange Act (and, in each case, similar requirements of Law under other jurisdictions), as applicable to companies with equity or debt securities held by the public, the rules of national securities exchange companies with listed equity or debt securities, directors’ or managers’ compensati...
Sample 1
Prior Assets means assets that have been disposed of by a division or branch of either Borrower or any of their respective Subsidiaries in a transaction with an unaffiliated third party approved in accordance with this Agreement which would not make the seller a "PRIOR COMPANY" but constitute all or substantially all of the assets of such division or branch.
Sample 1

Related to Prior Assets

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

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

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

  • Other Assets means any assets (or interests therein) (other than the Trust Estate) conveyed or purported to be conveyed by the Seller to another Person or Persons other than the Issuer, whether by way of a sale, capital contribution or by virtue of the granting of a lien.

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

  • Permitted Assets means any and all properties or assets that are used or useful in a Permitted Business (including Capital Stock in a Person that is a Restricted Subsidiary and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Capital Stock by the Issuer or by a Restricted Subsidiary, but excluding any other securities).

  • Fixed Assets means the Equipment and Real Estate of the Borrower.

  • 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.