ST Transferred Assets definition

ST Transferred Assets shall have the meaning set forth in Section 2.1 of the ST Asset Contribution Agreement.
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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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • None of ST, its Affiliates or the ST Transferred Entities currently has outstanding any requests for Tax rulings pertaining to the ST Transferred Entities, the ST Business or the ST Transferred Assets that would reasonably be expected to affect the liability for Taxes of Newco or its Subsidiaries after the Closing Date.

  • On the Closing Date, the Intel Transferors and ST Transferors shall deliver the Intel Transferred Assets and ST Transferred Assets, respectively, to Holdings 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.

  • ST will transfer, and will cause certain of its Affiliates to transfer to Numonyx and its Subsidiaries, the ST Transferred Assets in consideration for the issuance by Numonyx of the ST Numonyx Shares, the payment by Numonyx of the ST Cash Consideration, and the assumption by Numonyx and its Subsidiaries of the ST Transferred Liabilities, all on the terms and conditions set forth in the ST Asset Contribution Agreement and the ST Ancillary Agreements.

  • Progress payments will be made in accordance with the General Conditions and Special Provisions.

Related to ST Transferred Assets

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

  • 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.

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

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

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

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

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

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

  • 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.

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

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

  • Purchased Asset means (i) with respect to any Transaction, the Eligible Asset sold by Seller to Buyer in such Transaction and (ii) with respect to the Transactions in general, all Eligible Assets sold by Seller to Buyer (other than Purchased Assets that have been repurchased by Seller).

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

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

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

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

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

  • Specified Assets the following property and assets of such Grantor:

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

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

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

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

  • 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.

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

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