ST Transferred Liabilities definition

ST Transferred Liabilities shall have the meaning set forth in Section 2.3 of the ST Asset Contribution Agreement.
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ST Transferred Liabilities means the ST Accrued Vacation/Bonus Liabilities and the ST Ship and Debit Liability;
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Examples of ST Transferred Liabilities 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 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.

  • 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.

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  • The consideration payable at the Closing by Newco and its Affiliates to ST and the other ST Transferors for the ST Transferred Assets shall consist of: (a) [48.58% of the Shares] Ordinary Shares of Newco (the “ST Newco Shares”),; (b) cash in the amount of $468,000,000; and (c) the assumption by Newco and certain of its Subsidiaries of the ST Transferred Liabilities being assumed by Newco (together with the ST Newco Shares, and the ST Cash Consideration, the “ST Consideration”).

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

Related to ST Transferred Liabilities

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

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

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

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

  • Covered Liabilities as defined in Subsection 11.21.

  • Assumed Obligations has the meaning specified in Section 2.2.

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

  • 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.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

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

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

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

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

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

  • 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.

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

  • Transferred Entities means the entities set forth on Schedule 1.5.

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

  • Pre-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.

  • Transferred Real Property has the meaning set forth in Section 1.1(p).

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

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).