Examples of ST Transferred Assets in a sentence
Intel has conducted such investigation and inspection of the ST Transferred Assets, the ST Transferred Liabilities, the ST Business and the ST Products that Intel has deemed necessary or appropriate for the purpose of entering into this Agreement and the other Transaction Documents and consummating the transactions contemplated hereby and thereby.
Although WFP received a 14 percent increase in flexible funding in 2020 compared with 2019, flexible funding accounted for only 5.7 percent of total 2020 contribution revenues, a similar level to that of previous years (figure II.2).
Each of FP and FP Holdco has conducted such investigation and inspection of the Intel Transferred Assets, the Intel Transferred Liabilities, the Intel Business, the Intel Products, the ST Transferred Assets, the ST Transferred Liabilities, the ST Business and the ST Products that FP and FP Holdco, respectively, has deemed necessary or appropriate for the purpose of entering into this Agreement and the other Transaction Documents and consummating the transactions contemplated hereby and thereby.
The ST Transferred Assets and the assets made available to Newco or its Subsidiaries under, or to be used by ST and its Subsidiaries in the performance of, the ST Ancillary Agreements will, as of the Closing, constitute all of the material assets (other than any Intellectual Property) necessary for the conduct of the ST Business as it is conducted by ST and its Subsidiaries as of the Closing Date.
On the Closing Date, the ST Transferors shall deliver the ST Transferred Assets to Newco and its Subsidiaries free and clear of Liens, other than Permitted Liens, except as otherwise provided herein.
Each of the FP Parties has conducted such investigation and inspection of the Intel Transferred Assets, the Intel Transferred Liabilities, the Intel Business, the Intel Products, the ST Transferred Assets, the ST Transferred Liabilities, the ST Business and the ST Products that the FP Parties, respectively, has deemed necessary or appropriate for the purpose of entering into this Agreement and the other Transaction Documents and consummating the transactions contemplated hereby and thereby.
The Outstanding Ordinary Shares will have been validly issued, will be fully paid upon transfer of the ST Transferred Assets and the Intel Transferred Assets to Newco, and will have been issued in accordance with the registration or qualification provisions of all applicable securities laws, or pursuant to valid exemptions therefrom.
From and after the Closing Date, Newco shall comply at its own expense with all conditions and requirements imposed on Newco required to comply with all applicable U.S. Export Administration Regulations and such other similar regulations, including any applicable export regulations of foreign jurisdictions, that are imposed on the ST Transferred Assets.
All other Sales Taxes incurred by the Parties or their Affiliates as a consequence of the transfer of the ST Transferred Assets (including the ST Transferred Interests) to Newco shall be determined as soon as practicable after the Closing based on the allocation described in Section 5.9 and shall be borne 50% by Newco and 50% by ST; provided, however, that in no event shall Newco’s share of such Sales Taxes exceed $5,000,000.
The Outstanding Ordinary Shares will have been validly issued, will be fully paid upon transfer of the Intel Transferred Assets and the ST Transferred Assets to Newco, and will have been issued in accordance with the registration or qualification provisions of all applicable securities laws, or pursuant to valid exemptions therefrom.