Transferor Business definition

Transferor Business means all of the businesses and operations conducted by Transferor and its Subsidiaries, other than the Transferred Business, at any time, whether prior to, on or after the Closing Date.
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Examples of Transferor Business in a sentence

  • Such agreement shall be in both form and substance consistent with the Retained Intellectual Property License Agreement in the form attached as Exhibit H hereto, with such modifications as may be required to account for the license thereby of one or more Transferred Trademarks in the Transferor Business.

  • The applicable Service Fees for such elected Services shall be negotiated in good faith between the parties and shall be consistent with the fees and costs associated with the provision of such Services by Transferor to the Transferor Business during the 12-month period prior to the date hereof.

  • In addition, Transferor shall provide to the Partnership, as promptly as each becomes available prior to the Closing Date, all other Interim Financial Reports with respect to the operation of the Transferor Business.

  • The Net Working Capital associated with the Assets shall be adjusted at Closing to the extent that Net Working Capital, as reflected in the final balance sheet of Transferor with respect to the Transferor Business prepared as of the Closing Date (the "Final Balance Sheet"), is greater than $21,000,000 or less than $19,000,000.

  • All of the Purchased Inventory and supplies are, and at the Closing will be, maintained in such quantities as are appropriate for hospitals of the size of and with the services offered by the Transferor Business, and at the Closing, shall be approximately in the quantities that exist as of the Effective Date.

  • Immediately following the Closing, Transferor shall cooperate with and notify the Partnership with regard to all source and access codes to computers which are in the possessions of Transferor and which Transferor is licensed and authorized to divulge, combinations to safe(s) and the location of keys to safe deposit boxes, if any, concerning the Transferor Business.

  • The parties shall have obtained all consents, approvals and authorizations of third parties necessary or required for completion of the transactions contemplated by this Agreement including, without limitation, the certificate of need for change of ownership and other approvals required by the District of Columbia and all necessary consents to assignment of material contracts, leases or other rights and obligations of Transferor with respect to the Transferor Business.

  • Except as set forth in Exhibit 2.19 attached hereto, there are no pending or, to Transferor's knowledge, threatened appeals, challenges, disciplinary or corrective actions, or disputes involving applicants to the medical staff of the Transferor Business, current members of the medical staff or affiliated health professionals.

  • Transferor has not received notice of any investigation, threatened or contemplated, by any federal or state governmental authority or agency, that remains unresolved, involving the Assets or operation of the Transferor Business.

  • The Audited Financial Statements, Interim Financial Reports and underlying schedules and other records provided by Transferor to the Partnership regarding Transferor's accounts receivable with respect to the Transferor Business, accurately reflect the amount due to Transferor as of the date indicated on such schedules and records with reasonable reserves and allowances.

Related to Transferor Business

  • Sold Entity or Business has the meaning specified in the definition of the term “Consolidated EBITDA.”

  • Acquired Entity or Business has the meaning specified in the definition of the term “Consolidated EBITDA.”

  • Primary sector business means an individual, corporation, limited liability company,

  • Business concern or business means a business that has annual gross sales of less than $75,000,000 as evidenced by the federal income tax return of the business. A firm with gross sales in excess of this cap may apply to the Council for certification for a particular contract if the firm can demonstrate that the contract would have significant impact on businesses owned by minorities, women, or persons with disabilities as suppliers or subcontractors or in employment of minorities, women, or persons with disabilities.

  • Similar Business means (1) any business conducted or proposed to be conducted by the Borrower or any of its Restricted Subsidiaries on the Closing Date, and any reasonable extension thereof, or (2) any business or other activities that are reasonably similar, ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Borrower and its Restricted Subsidiaries are engaged or propose to be engaged on the Closing Date.

  • Active Trade or Business means the active conduct (determined in accordance with Section 355(b) of the Code) of the business conducted by the WRECO Group members. For these purposes, members shall include only those members that are part of WRECO’s “separate affiliated group” within the meaning of Section 355(b)(3)(B) of the Code.

  • Former Business means any corporation, partnership, entity, division, business unit, business or set of business operations that has been sold, conveyed, assigned, transferred or otherwise disposed of or divested (other than solely in connection with the Restructuring), in whole or in part, or the operations, activities or production of which has been discontinued, abandoned, liquidated, completed or otherwise terminated, in whole or in part, in each case, by either Group prior to the Distribution Time.

  • Minority Business means a business:

  • Consolidated Assets means all assets which should be listed on the consolidated balance sheet of the Borrower and its Subsidiaries, as determined on a consolidated basis in accordance with GAAP.

  • Controlled unaffiliated business means a company:

  • Consolidated Net Assets means the aggregate amount of assets (less reserves and other deductible items) after deducting current liabilities, as shown on the consolidated balance sheet of the Company and its Subsidiaries contained in the latest annual report to the stockholders of the Company and prepared in accordance with GAAP.

  • Servicer Business Day means any day other than a Saturday, a Sunday or a day on which banking institutions in Raleigh, North Carolina, Charlotte, North Carolina or New York, New York are authorized or obligated by law, regulation or executive order to be closed, on which the Servicer maintains normal office hours and conducts business.

  • Unconsolidated Affiliates means an Affiliate of the Parent Entity or any other member of the Consolidated Group whose financial statements are not required to be consolidated with the financial statements of the Parent Entity in accordance with GAAP.

  • Unconsolidated Affiliate means, with respect to any Person, any other Person in whom such Person holds an Investment, which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person.

  • Disposed EBITDA means, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or such Converted Unrestricted Subsidiary, all as determined on a consolidated basis for such Sold Entity or Business or such Converted Unrestricted Subsidiary.

  • Net Investment means (i) as it relates to the Stockholders, the total amount of Gross Proceeds raised in all Offerings; and (ii) as it relates to the Limited Partners (other than the General Partner in its capacity as a Limited Partner) the total amount of Capital Contributions.

  • Consolidated Tangible Net Assets means, on any date of determination and with respect to any Person at any time, the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of such Person and its Consolidated Subsidiaries most recently delivered to the Lenders pursuant to Section 5.01(i) as of such date of determination, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the consolidated current liabilities of such Person and its Consolidated Subsidiaries appearing on such balance sheet.

  • RFR Business Day means as applicable, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to (i) Sterling, a day on which banks are open for general business in London and (ii) Euro, a TARGET Day.

  • 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.

  • Pro Forma Entity has the meaning given to such term in the definition of “Acquired EBITDA.”

  • SOFR Business Day means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

  • 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.

  • Consolidated Businesses means, at any time, the Borrower and Subsidiaries of the Borrower that the Borrower consolidates in its consolidated financial statements prepared in accordance with GAAP, provided, however, that UJVs which are consolidated in accordance with GAAP are not Consolidated Businesses.

  • Receivables Net Investment means the aggregate cash amount paid by the lenders or purchasers under any Permitted Receivables Financing in connection with their purchase of, or the making of loans secured by, Receivables Assets or interests therein, as the same may be reduced from time to time by collections with respect to such Receivables Assets or otherwise in accordance with the terms of the Permitted Receivables Documents (but excluding any such collections used to make payments of items included in clause (c) of the definition of Interest Expense); provided, however, that if all or any part of such Receivables Net Investment shall have been reduced by application of any distribution and thereafter such distribution is rescinded or must otherwise be returned for any reason, such Receivables Net Investment shall be increased by the amount of such distribution, all as though such distribution had not been made.

  • LIBOR Business Day Any day on which banks in London, England and The City of New York are open and conducting transactions in foreign currency and exchange.

  • Eligible business means a business located within the counties of Cook, DuPage, Kane, Lake, McHenry or Will in the State of Illinois (the “Six County Region”), and as to which: (1) a majority of the business' fleet is located and used within the Six County Region; and (2) a majority of those vehicles located and used within the Six County Region are alternatively powered vehicles.