ST Transferred Assets definition
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.
On the Closing Date, the Intel Transferors and ST Transferors shall deliver the Intel Transferred Assets and ST Transferred Assets, respectively, to Newco and its Subsidiaries free and clear of Liens, other than Permitted Liens, except as otherwise provided in the Intel Asset Transfer Agreement and the ST Asset Contribution Agreement.
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.
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.
Newco shall prepare or cause to be prepared all Tax Returns with respect to the ST Transferred Assets and the ST Business for the Post-Closing Tax Period and of the ST Transferred Entities for taxable periods ending after the Closing Date.
To the Knowledge of ST, no ST Transferor is subject to any order, writ, injunction or decree of any Governmental Authority directly relating to the ST Transferred Assets.
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.
Property Taxes with respect to the ST Transferred Assets other than those owned by the ST Transferred Entities shall be allocated similarly.
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.
Further, dies manufactured by or for Newco using mask sets included in the ST Transferred Assets may bear ST Retained Marks only to the extent that it is not commercially reasonable to manufacture dies using such mask sets that do not bear such ST Retained Marks.