Transferred Business as of the Closing definition

Transferred Business as of the Closing means the Transferred Business as conducted as of any of (x) the date of this Agreement, (y) December 31, 2014 or (z) immediately prior to the Closing, in each case after giving effect to all changes to such business as are made from December 31, 2014 until immediately prior to the Closing (a) in the Ordinary Course and not in violation of Section 6.2(a) (as if such covenant were in effect as of December 31, 2014) or (b) that are otherwise required or expressly permitted by this Agreement (including the Seller Schedules).
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Transferred Business as of the Closing means the Transferred Business as conducted as of any of ( x ) the date of this Agreement, ( y ) December 31, 2014 or ( z ) immediately prior to the Closing, in each case after giving effect to all changes to such business as are made from December 31, 2014 until immediately prior to the Closing ( a ) in the Ordinary Course and not in violation of Section 6.2(a) (as if such covenant were in effect as of December 31, 2014) or ( b ) that are otherwise required or expressly permitted by this Agreement (including the Seller Schedules).
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Examples of Transferred Business as of the Closing in a sentence

  • In the event Seller is unable to assign any such rights under the Equipment Leases (or the portion thereof relating to the Transferred Business) as of the Closing as a result of the failure to obtain any consent of any lessor under such Equipment Lease, it will notify Buyer promptly that it will not be able to assign such Equipment Lease (or such portion thereof) to Buyer at the Closing.

  • Buyer is qualified to obtain any Permits necessary for Buyer to own and operate the Acquired Assets and the Transferred Business as of the Closing.

  • Each Carve-Out Business shall, subject to Section 3.2(b), Section 3.2(c) and Section 3.2(d), include the following assets to the extent they pertain exclusively or predominantly (in each case owned or used) to the Transferred Business as of the Closing Date (the "Transferred Assets"): (i) Real Estate.

  • The Intellectual Property constitutes all the intellectual property currently used to operate the Transferred Business as of the Closing Date and thereafter, in the manner in which it is presently operated.

  • Seller shall deliver or cause to be delivered to Buyer (i) the balance sheet of the Transferred Business as of the Closing Date within 20 days after the Closing Date, and (ii) the income statement of the Transferred Business for the 12-month period ended the LTM EBITDA End Day as provided under the KBT Agreement within 20 days after the LTM EBITDA End Day.

  • The account balance of each employee of the U.S. Transferred Business as of the Closing Date attributable to the Assumed Plans shall be fully vested and nonforfeitable as of such date.

Related to Transferred Business as of the Closing

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

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

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

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

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

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

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • Target Companies means the Company and its Subsidiaries.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • 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.

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

  • Group Companies means the Company and its Subsidiaries.

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

  • Acquired Business means the entity or assets acquired by the Borrower or a Subsidiary in an Acquisition, whether before or after the date hereof.

  • Retained Businesses means all businesses, operations and activities directly or indirectly conducted or formerly conducted by the Seller Group other than the Business (including all businesses, operations and activities related to any dealerships sold or disposed of prior to the date hereof).

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • Parent Business has the meaning set forth in the Separation and Distribution Agreement.

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

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiaries.

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

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.