Example 1: Assumed Facts: 70,000 Earnout Shares with a Market Value measured by the Average Closing Price of $40.00 per share are placed into the Earnout Escrow.
Assumed Liabilities has the meaning set forth in Section 2.3.
Purchased Assets has the meaning set forth in Section 2.1.
Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.
Acquired Assets has the meaning set forth in Section 2.1.
Assumed Agreements shall have the meaning as set forth in Section 2.2.
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.
Assumed Leases has the meaning set forth in Section 2.1(l).
Pre-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.
Retained Assets has the meaning set forth in Section 2.2.
Included Assets has the meaning in Section 5.1(d)(ii)(A).
Conveyed Assets shall have the meaning set forth in Section 2.01.
Purchaser Plans shall have the meaning set forth in Section 6.6(a)(v).
Assumed Environmental Liabilities has the meaning specified in Section 7.4.
Assumed Contracts has the meaning set forth in Section 2.1(d).
Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.
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;
Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.
Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.
Contributed Assets shall have the meaning as set forth in Section 2.2.
Retained Contracts means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).
Seller Released Parties has the meaning ascribed to such term in Section 5.6(a).
Specified Assets the following property and assets of such Grantor:
Retained Liabilities has the meaning set forth in Section 2.4.