Transferred Business Asset definition

Transferred Business Asset means each:
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Transferred Business Asset means each of the assets that are owned or used by Seller and any of the Retained Subsidiaries and primarily relating to the operation of the Business, including (i) all rights, title and interest of Seller under all Wood Contracts and the rights of Seller under the Shared Contracts to the extent related to the Business, (ii) all outstanding purchase orders for products of the Business, (iii) all prepaid expenses, advance payments and deposits to the extent related to the Business, but solely to the extent included in the calculation of the Actual Closing Working Capital; (iv) all customer and other third party accounts receivable to the extent related to the Business, but solely to the extent included in the calculation of the Actual Closing Working Capital; (v) all inventory held for use in connection with the Business, but solely to the extent included in the calculation of the Actual Closing Working Capital; (vi) the Intellectual Property set forth on Sections 4.18(f), (g), and (h) of the Disclosure Letter; (vii) all records in the direct or indirect possession of Seller and the Retained Subsidiaries related primarily to the Business (provided that, subject to Section 7.4, Seller can keep a copy solely to the extent such retention is required by applicable Law or for audit or evidentiary purposes, of, any Books and Records that otherwise relates to the Business), (viii) all permits owned, utilized, held or maintained by or licensed to Seller or its Retained Subsidiaries but relating exclusively to the Business, and (ix) all tangible personal property and interests therein primarily related to the Business, other than expressly excluded hereunder. Notwithstanding the foregoing, Transferred Business Assets shall not include (A) Cash and Cash Equivalents, (B) subject to Section 6.10, any insurance policies of Seller or any Retained Subsidiary, or any rights thereunder, (C) any Intellectual Property other than the Intellectual Property set forth on Sections 4.18(f), (g), and (h) of the Disclosure Letter, (D) any rights and claims of Seller and the Retained Subsidiaries for any refund of Taxes relating to the Business that Seller or any Retained Subsidiary has paid on or before the Closing Date, (E) any rights to any action, suit or claim of any nature (including under any express or implied warranties, guarantees or indemnitees) available to or being pursued by Seller or any Retained Subsidiary before the Closing Date and expressly provided for in this Agr...
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Examples of Transferred Business Asset in a sentence

  • Schedule 6.14 contains accurate and complete lists of each lease (other than Real Estate Lease Agreement) constituting a Transferred Business Asset with annual lease payment obligations in excess of USD 50,000, net of any VAT or ancillary expenses or which cannot be terminated within a period of 12 months ("Leases").

  • If any such request is made, the Sellers shall not deliver, and shall ensure that no other Seller-Related Party or Representative of any of the Sellers or any other Seller-Related Party delivers, any such Transferred Business Asset to the Purchasers or any Designated Adobe Affiliate(s) on any tangible medium.

  • The Seller-Related Parties have, at all times, complied with the European Privacy Directive and the European Data Protection Directive to the extent related to the Business or any Transferred Business Asset, including with respect to the onward transfer of Business Private Information to third party service providers.

  • No grant from any Governmental Body (a “Governmental Grant”) that has ever been received by any Seller-Related Party was ever used in the Business or the research, development or modification of any Transferred Business Asset, including in the research, development or modification of any Business IP.

Related to Transferred Business Asset

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

  • 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;

  • 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.

  • 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.

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

  • 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.

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

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

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

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

  • Subject Business means the policy or policies that are

  • 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).

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

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

  • Excluded Businesses has the meaning set forth in Schedule 1.

  • Excluded Business means a Business excluded from application for an Inter- Community Business Licence and includes those Businesses referred to in Schedule A attached hereto and forming part of this bylaw.

  • Gross Assets means the total of fixed assets and current assets;

  • Group Business Entity means;

  • food business operator means the natural or legal persons responsible for ensuring that the requirements of food law are met within the food business under their control;

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

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

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

  • Separate Business means each of the activities of the Licensee connected

  • Specified Business means a business of a kind prescribed by the regulations to be a specified business; tenant, in relation to a lease, means the person who, under the lease, is or would be entitled to occupy the premises the subject of the lease; Tribunal means the State Administrative Tribunal;