US Transferred Assets definition

US Transferred Assets means those Transferred Assets sold, transferred, conveyed, assigned and delivered by the US Sellers to the US Buyer as set forth in Section 1.1.
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US Transferred Assets means all of the Transferred Assets (other than Acquired Interests and the Equity Interests) owned by Seller immediately following the transactions contemplated by Section 2.02(a)(iii) and (2) the “US Assumed Liabilities” means all of the Assumed Liabilities of Seller immediately following the transactions contemplated by Section 2.02(a)(iii).
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US Transferred Assets shall have the meaning set forth in Section 2.02(a)(iv).
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Examples of US Transferred Assets in a sentence

  • For this purpose, a preliminary allocation of the Consideration between the US Transferred Assets and the non-US Transferred Assets will be provided by Purchaser to Seller at or prior to the Closing, subject to adjustment as set forth in the Consideration Allocation Schedule.

  • Parent and Holdings further agree that they will use their respective reasonable efforts to determine the allocation of the total consideration (the "Consideration") transferred to each of the Subsidiaries pursuant to this Agreement for the U.S. Transferred Assets to meet the requirements of Section 1060 of the Code (as herein defined).

  • US Buyer and Canadian Buyer shall bear all Taxes (except Transfer Taxes, which are addressed in Section 4.14(b)) relating to (1) the Schlumberger US Targets and Schlumberger Canada Target, respectively, (2) the US Transferred Assets and Canadian Transferred Assets, respectively, and (3) the US Business and Canadian Business, respectively, in each case, attributable to (x) any Tax period beginning after the Closing Date and (y) the portion of any Straddle Period beginning after the Closing Date.

  • Except with respect to Leased Transferred Assets, in consideration of the sale, assignment and transfer of the US Transferred Assets pursuant to Section 2.1 hereof, Nexell California agrees to pay to Baxter the US Transferred Asset Purchase Price in United States funds by wire transfer or by certified or bank cashier's check within six (6) months of the US Asset Transfer Settlement Date.

  • This was particularly true for toner particles larger than 100 microns in size.

  • The US Transferred Assets are not used or held by US Sellers in a business carried on in Canada.

  • All US Transferred Assets will be delivered by Baxter to Nexell California pursuant to this Section 2.1 FOB each such Baxter facility where such US Transferred Assets are located per Nexell California's notice of delivery.

  • The US Buyer shall purchase any and all of the U.S. Transferred Assets and the Global Buyer shall purchase any and all non-U.S. Transferred Assets hereunder.

  • Holdings and Parent each agree to submit to the other a draft copy of any Form 8594 that Holdings or Danka US proposes to file with respect to the US Transferred Assets at least 45 days before the proposed filing date thereof and to jointly discuss and attempt to agree, in good faith, with respect to the contents thereof.


More Definitions of US Transferred Assets

US Transferred Assets means each of the assets (excluding Intellectual Property, other than as expressly set forth in Section 1.4(b)) of Schlumberger US or its Affiliates that are primarily used in the operation or conduct of the US Business as owned, operated and conducted by Schlumberger US immediately prior to Closing, and “Canadian Transferred Assets” means each of the assets (excluding Intellectual Property, other than as expressly set forth in Section 1.4(b)) of Schlumberger Canada that are primarily used in the operation or conduct of the Canadian Business, as owned, operated and conducted by Schlumberger Canada immediately prior to Closing, which, for the avoidance of doubt, include the following:
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US Transferred Assets has the meaning set forth in Section 1.4(a).
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US Transferred Assets means the Transferred Assets owned by a legal entity incorporated in the United States, any state thereof or the District of Columbia. “U.S. Transferred Equity Interests” means the Transferred Equity Interests identified on Annex A or Annex B, as applicable, as being owned by a legal entity incorporated in the United States, any state thereof or the District of Columbia. “VAT” means any (i) Tax imposed in compliance with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) (including, in relation to the United Kingdom, value added tax imposed by the Value Added Tax Act 1994 and legislation and regulations supplemental thereto), and (ii) other Tax of a similar nature (including, without limitation, sales tax, use tax, consumption tax and goods and services tax), whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in (i), or elsewhere. “Vendor Loan Notes” means Notes (as such term is defined in the Vendor Loan Note Instrument). “Vendor Loan Note Instrument” means the loan note instrument constituting the Vendor Loan Notes, in substantially the form set out in Exhibit G (or in such other form as is agreed between the Seller and the Buyer between the date of this Agreement and Closing). “Vulcan Group” means the group of companies of which Vulcan Topco is the ultimate parent and including, with effect from Closing, the Companies;
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US Transferred Assets means (a) the finished goods inventory (including CEPRATE(R) Cell Selection Kits, but excluding spare parts and obsolete, short dated or outdated materials) of Baxter as identified on Schedule 1.1(b) attached hereto; (b) copies of all customer lists, --------------- accounting books and records, sales history, and accounts receivable statements and agings which were used by Baxter with respect to Xxxxxx'x prior obligations for marketing and sales in the United States and Canada under the Distribution Agreement and which do not include additional Baxter proprietary information unrelated to Xxxxxx'x activities under the Distribution Agreement; (c) the hardware and related assets leased or owned by Baxter relating to its prior obligations for marketing and sales in the United States and Canada under the Distribution Agreement and identified on Schedule 1.1(c) attached hereto, (d) all US Assigned Agreements, and (e) --------------- all US Service Contracts (including all payments due under the US Service Contracts and the aggregate pro rata share of any outstanding balance due on any prepaid amounts under any US Service Contract). For the purposes of this Agreement, the term "pro rata share of any outstanding balance due on any prepaid amount under any US Service Contract" shall mean, with respect to each such US Service Contract, an amount computed according to the following formula: The amount, if any, prepaid by a customer under a US Service Contract, divided by the number of days of the original term of such US Service Contract, and multiplied by the unexpired number of days of the original term of such US Service Contract following the US Asset Transfer Closing Date.
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Related to US Transferred Assets

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

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

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

  • 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.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

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

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

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

  • Excluded Assets has the meaning set forth in Section 2.02.

  • 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.

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

  • 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;

  • Restricted Assets means all licenses, permits, franchises, approvals or other authorizations from any Governmental Authority from time to time granted to or otherwise held by the Company to the extent the same constitute “Excluded Assets” under (and as defined in) the Senior Lien Documents or the Junior Lien Documents or are similarly carved out from the granting clause or the collateral thereunder.

  • 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.

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

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

  • Transferred Interests has the meaning set forth in the Recitals.

  • Transferred Property shall have the meaning specified in Section 2.1(a) hereof.

  • Conveyed Assets shall have the meaning set forth in Section 2.01.

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

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

  • 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 Inventory has the meaning set forth in Section 2.2(a)(iii).

  • Specified Assets the following property and assets of such Grantor: