VCS Assets definition

VCS Assets shall have the meaning set forth in the Distribution Agreement.
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VCS Assets means: (i) the ownership interests (to the extent held by ASD, WABCO or any of their respective Affiliates immediately prior to the Effective Time) in each member of the WABCO Group; (ii) all VCS Contracts, any rights or claims (whether accrued or contingent) of ASD, WABCO, or any of their respective Affiliates, arising thereunder; (iii) all Assets owned, leased or held by ASD, WABCO, or any of their respective Affiliates immediately prior to the Effective Time that, in ASD’s reasonable determination, are used exclusively in the VCS Business, including inventory, accounts receivable, goodwill, and all Assets reflected on the WABCO Balance Sheet, or the accounting records supporting such balance sheet and any Assets acquired by or for the VCS Business subsequent to the date of such balance sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any disposition of such Assets subsequent to the date of such balance sheet; (iv) subject to ARTICLE IX, any rights of any member of the WABCO Group under any Third Party Shared Policies to the extent related to the VCS Business; (v) the Assets listed or described on Schedule 1.1(101)(v) and any and all Assets that are expressly contemplated by this Agreement, any Ancillary Agreement or the Reorganization Documents as Assets to be retained by, or assigned or transferred to, any member of the WABCO Group; and (vi) all WABCO Accounts, and, subject to the provisions of Section 2.5, all cash, cash equivalents, and securities on deposit in such accounts immediately prior to the Effective Time, after giving effect to any withdrawal by, or other distribution of cash to, ASD which may occur on or prior to the Effective Time. Notwithstanding the foregoing, the VCS Assets shall not in any event include: (A) the Assets listed or described on Schedule 1.1(101)(vi)(A); or (B) any Remainco Assets or other Assets that are expressly contemplated by any Ancillary Agreement as Assets to be retained by, transferred or assigned to, any member of the ASD Group.
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Related to VCS Assets

  • 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.

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

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

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

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

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.

  • 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.

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

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

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

  • surplus assets means any assets of the Company that remain after paying all debts and other liabilities of the Company, including the costs of winding up.

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

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

  • 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.

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

  • Shared-Loss Assets means Shared-Loss Loans, Other Real Estate purchased by the Assuming Institution, Additional ORE, Shared-Loss Subsidiaries, and Capitalized Expenditures, but does not include Shared-Loss Securities.

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

  • Series Assets means, at any particular time, all assets, properties (whether tangible or intangible, and whether real, personal or mixed) and rights of any type contributed to or acquired by a particular Series and owned or held by or for the account of such Series, whether owned or held by or for the account of such Series as of the date of the designation or establishment thereof or thereafter contributed to or acquired by such Series.

  • Related Assets Any assets held by a Trust the return of which is linked to one or more Underlying Securities and which, if applicable, shall be described in the related Supplement or a schedule thereto.

  • Receivables Assets means accounts receivable (including any bills of exchange) and related assets and property from time to time originated, acquired or otherwise owned by the Borrower or any Subsidiary.

  • Project Assets means all physical and other assets relating to (a) tangible assets such as civil works and equipment including foundations, embankments, pavements, road surface, interchanges, bridges, culverts, road over-bridges, drainage works, traffic signals, sign boards, kilometre-stones, [toll plaza(s)], electrical systems, communication systems, rest areas, relief centres, maintenance depots and administrative offices; and (b) Project Facilities situated on the Site;

  • Midstream Assets means (i) assets used primarily for gathering, transmission, storage, processing or treatment of natural gas, natural gas liquids or other hydrocarbons or carbon dioxide and (ii) equity interests of any Person that has no substantial assets other than assets referred to in clause (i).

  • Combined Assets means the sum of Fund Assets and Other Assets; and

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to: