Transferred Assets and Liabilities definition

Transferred Assets and Liabilities means, collectively, the Transferred Assets and the Transferred Liabilities.
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Transferred Assets and Liabilities has the meaning set forth in Section 5.12.
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Transferred Assets and Liabilities means, at any applicable time, the Purchased Assets actually acquired by or transferred to, and Assumed Liabilities actually assumed by, Buyer or its Affiliates at or prior to such time pursuant to this Agreement.
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Examples of Transferred Assets and Liabilities in a sentence

  • Buyer and the Sellers shall, and shall cause their respective Affiliates to, reasonably cooperate (i) to timely prepare and file any Tax Returns or other filings relating to such Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes and (ii) to determine the applicability of and any exemption or exclusion from United Kingdom VAT payable in connection with the Transferred Assets and Liabilities of the Haulfast Business to Buyer.

  • Subject to Section 5.3(a), the Asset Sellers will, and will cause their respective Affiliates to, use their reasonable best efforts to obtain the consent or approval required from any third party to assign, convey and deliver the Transferred Assets and Liabilities to Buyer.

  • Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any of the Transferred Assets and Liabilities if (a) an attempted assignment or transfer thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or a violation of Law and (b) such consent is not obtained prior to the Closing (each, a “Non-Assignable Asset or Liability”).

  • None of the Sellers nor any of their Affiliates is now insolvent or will be rendered insolvent by the sale, transfer and conveyance of the Transferred Assets and Liabilities and the Equity Interests as contemplated by this Agreement and the Ancillary Agreements.

  • Each of Buyer and the applicable Seller shall be responsible for fifty percent (50%) of all Transfer Taxes incurred as a result of the transfer of the Equity Interests and the Transferred Assets and Liabilities to Buyer; provided, that (a) Buyer shall pay 100% of any United Kingdom stamp duty arising on the transfer of the Equity Interests of Coyote UK to Buyer pursuant to the terms of this Agreement and (b) the applicable Seller shall not be responsible for any Buyer Recoverable Transfer Taxes.

  • The aggregate purchase price to be paid by Buyer at the Closing for all of the Equity Interests and the Transferred Assets and Liabilities shall be an amount equal to (i) the Base Purchase Price, plus (ii) the Estimated Net Working Capital Adjustment, plus (iii) the Estimated Closing Cash, minus (iv) the Estimated Completion Bonus Amount, minus (v) the Estimated Closing Indebtedness, minus (vi) the Estimated Closing Transaction Expenses (the “Closing Purchase Price”).


More Definitions of Transferred Assets and Liabilities

Transferred Assets and Liabilities means the assets and liabilities of Bancorp used or held for use primarily in the business of the Included Subsidiaries as disclosed in Schedule 4.12(d)(i) and Schedule 6.11; provided that such term shall not include (i) the capital stock, -------- assets and liabilities of NatWest Equity Corporation, and NatWest Leasing Corporation, (ii) the Guaranteed Capital Notes and commercial paper issued by Bancorp and, (iii) intercompany account balances.
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Transferred Assets and Liabilities means the DOT Properties, the Contracts, the Receivables and the Liabilities (if any), all of which will be transferred by Alhambra to DOT pursuant to the Arrangement;
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Related to Transferred Assets and Liabilities

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

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

  • 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.

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

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

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

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

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

  • Assets and Properties of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person, including without limitation cash, cash equivalents, Investment Assets, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, real estate, equipment, inventory, goods and Intellectual Property.