Surplus Assets Clause Samples

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Surplus Assets. After payment in full of all Plan benefits in accordance with the Plans and payment of all expenses of administration of the Trust, including any fees that may be expected to be incurred in terminating the Trust, the Trustee shall deliver to the Company any remaining surplus assets of the Trust Fund.
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Surplus Assets. On the date of each and every Prepayment Event with respect to the Surplus Assets (and on any date thereafter on which proceeds pertaining thereto are received by any Loan Party), Borrowers shall be required to prepay the outstanding principal balance of the Term Loan B and after the outstanding principal balance of the Term Loan B is paid in full Borrowers shall be required to prepay the outstanding principal balance of the Revolving Loans (without a corresponding reduction in Revolving Loan Commitments) and after the outstanding principal balance of the Revolving Loans has been reduced to zero Borrowers shall be required to prepay the unpaid principal balance of the M&E Term Loans, in each case without any demand or notice from Agent, any Lender or any other Person, all of which is hereby expressly waived by each Borrower, in the amount of 100% of the proceeds (net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates of any Loan Party) received by any Loan Party with respect to such Prepayment Event or Prepayment Events; provided that, after payment in full of the Term Loan B, no prepayment shall be required pursuant to this clause (1) unless the aggregate amount of such proceeds received by any Loan Party in any Fiscal Year exceeds $1,500,000.
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Surplus Assets. For a period of six (6) months following the Closing Date, Buyer shall have an option to purchase from Seller certain Excluded Assets, which shall be identified on Schedule 2.2(i) as being subject to this Section 5.13, upon providing Seller with a notice identifying such Excluded Assets and the applicable purchase price. Nothing herein contained shall be construed to restrict the Buyer's ability to sell such Excluded Assets to a Third Party provided that if Seller receives an offer from a Third Party to acquire any such Excluded Assets, Seller shall notify Buyer and Buyer shall have five (5) Business Days to provide Seller with a notice of its intention to purchase all or a portion of such Excluded Assets. Buyer's option shall terminate in the event that such Excluded Assets are lost, substantially damaged or LUCENT TECHNOLOGIES/CELESTICA
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Surplus Assets. A copy of any contract entered into by the Company or any Subsidiary Guarantor to sell or otherwise dispose of any of the assets included in the appraisal referred to in subsection_5.01(f); (r) AIP Purchase.
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Surplus Assets. (a) If the Actuary in a re port has advised the Trustee or the Trustee is otherwise satisfied that the value of the assets of the Employer Sub-Plan exceeds the value of the liabilities of the Employer Sub-Plan (excess amount), the Trustee on the advice of the Actuary and subject to the Relevant Law: (i) may apply the excess amount to reduce the contributions to the Employer Sub-Plan of the Participating Employer and/or another Employer approved by the Participating Employer; (ii) with the consent of th e Participating Employer, may determine that the excess amount be applied in any one or more of the following ways: (A) in reducing the contrib utions of Members; (B) increasing the benefit s payable under the Employer Sub-Plan; (C) by being repaid to the Participating Employer or to another Employer approved by the Participating Employer; (D) to a reserve account fo r the Employer Sub-Plan; or (E) for any other purpose . (b) Except to the extent t hat the excess amount is subject to a determination made under rule 1.6(a), the Bank may treat the excess amount in the books of the Bank as an asset of the Employer Sub-Plan on the basis that it constitutes a prepayment of the Participating Employer's contributions to the Employer Sub-Plan.
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Surplus Assets. The Vendor must ensure that: (a) immediately prior to the Adjustment Date, the Company has no assets which do not relate to the operation of the Business (Surplus Assets); and (b) to the extent that any Surplus Assets are disposed of by the Company between the date of this agreement and the Adjustment Date, that disposal must occur on arm’s length commercial terms.
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Related to Surplus Assets

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Gross Asset Value The term "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

  • Investment Assets Those assets of the Fund as the Advisor and the Fund shall specify in writing, from time to time, including cash, stocks, bonds and other securities that the Advisor deposits with the Custodian and places under the investment supervision of the Sub-Advisor, together with any assets that are added at a subsequent date or which are received as a result of the sale, exchange or transfer of such Investment Assets.

  • Retained Assets Notwithstanding anything to the contrary set forth in this Agreement, the following assets of the Seller are not included in the sale of Purchased Assets contemplated hereby: (i) the cash and cash equivalents, accounts receivable, chattel papers (including electronic chattel paper), instruments (including promissory notes), all of Debtor’s rights to receive payments from any source and for any reason (whether characterized as accounts, accounts receivable, chattel paper, choses-in-action, contract rights, general intangibles, instruments, securities, notes or otherwise) including, without limitation, Debtor’s right to receive payments for services rendered, whether or not earned by performance or recognized or billed by Debtor, prepaid security deposits on Real Property Leases (as defined in Section 2.10 of the Purchase Agreement) and all other prepaid charges, deposits or prepaid expenses related to the Purchased Assets, (ii) the Purchase Price (as hereinafter defined) and the other rights of the Seller under or relating to this Agreement, (iii) the corporate minute books, stock records, qualification to conduct business as a foreign corporation, and other documents relating to the formation, maintenance or existence as a corporation of the Seller, except that Seller agrees that it will provide copies of any such document from the corporate minute books as reasonably requested by the Buyer which the Buyer believes are necessary for the use and operation of the Purchased Assets after the Effective Date, (iv) motor vehicles, (v) all properties, rights, assets and services related to the conduct of Seller’s business at all of its other offices nationwide and all information, documents and files relative thereto; and (vi) all properties, rights, assets and services related to the conduct of Seller’s business at any of its other offices and locations throughout the United States.

  • Average Invested Assets For a specified period, the average of the aggregate book value of the Assets before deducting depreciation, bad debts or other non-cash reserves computed by taking the average of such values at the end of each month during such period.