Acquisition Assets definition

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

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Acquisition Assets means all of the property and assets (tangible and intangible) proposed to be purchased by the Buyer pursuant to the Acquisition Agreement.

Acquisition Assets has the meaning set forth in Section 2.1.

Examples of Acquisition Assets in a sentence

• Purchaser shall be liable for the preparation and filing of all other Tax Returns that relate to the Acquisition Assets or the Business.

• Possession of all the Acquisition Assets, free of the possession of all third parties.

• Seller has good and marketable title to all of the Acquisition Assets (excluding leased properties).

• At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause to be delivered to Buyer or, if the Closing is to take place in escrow, to Title Insurer in escrow, such instruments as shall be necessary to convey to Buyer or its designee or assignee good and marketable title to the Acquisition Assets, free and clear of all Encumbrances (except for Permitted Encumbrances).

• The purchase and sale of the Acquisition Assets provided for in this Agreement (the "Closing") shall take place on January 27, 1997 (the "Originally Scheduled Closing Date") at the offices of Buyer's financing source (or counsel therefor), or at such other place, time or date as Seller and Buyer may mutually agree to.

More Definitions of Acquisition Assets

Acquisition Assets. As defined in Section 2.1.

Acquisition Assets means the assets and other Property being sold by the Sellers and being acquired by the Borrower pursuant to the Purchase and Sale Agreement.

Acquisition Assets shall continue to have the meaning set forth in Section 2.1 without giving effect to this Section 2.7.

Acquisition Assets has the meaning given to it in the definition of “Permitted Acquisition”;

Acquisition Assets all assets of the Loan Parties other than (a) assets of any Exempt CFC or any Subsidiary thereof, (b) assets included in the U.S. Borrowing Base or the Kildair Borrowing Base and (c) Excluded Assets (as defined in the U.S. Security Agreement or the Canadian Security Agreement, as applicable); provided that (i) subject to clause (ii) below, no such asset shall be an Acquisition Asset unless it is subject to a Perfected First Lien and is free and clear of all Liens other than Liens permitted hereunder. and (ii) any asset that is acquired in an acquisition permitted by this Agreement and that would constitute an Acquisition Asset but for the fact that it is not subject to a Perfected First Lien shall be deemed to be an Acquisition Asset from the date of acquisition thereof, but shall cease to be an Acquisition Asset on the 60th day (or such longer time as may be agreed by the Administrative Agent) following the date of its acquisition unless on or prior to that day it has become, and then remains, subject to a Perfected First Lien and is free and clear of all Liens other than Liens permitted hereunder. “Acquisition Facility”: the Acquisition Facility Commitments and the extensions of credit thereunder. “Acquisition Facility Acquisition Extensions of Credit”: at any date, as to any Acquisition Facility Lender, that portion of the Acquisition Facility Extensions of Credit that are not Acquisition Facility Working Capital Extensions of Credit. “Acquisition Facility Acquisition Letter of Credit”: each Acquisition Facility Letter of

Acquisition Assets all assets of the Loan Parties other than (a) assets of any Exempt CFC or any Subsidiary thereof, (b) assets included in the U.S. Borrowing Base or the Kildair Borrowing Base and (c) Excluded Assets (as defined in the U.S. Security Agreement or the Canadian Security Agreement, as applicable); provided that no such asset shall be an Acquisition Asset unless it is subject to a Perfected First Lien and is free and clear of all Liens other than Liens permitted hereunder. Notwithstanding anything to the contrary set forth in clause (a) above, (i) the Capital Stock of Kildair directly owned by a Loan Party that is a U.S. Person (other than voting Capital Stock in excess of 65% of the voting Capital Stock of Kildair) (“Pledged Kildair Stock”) shall constitute an Acquisition Asset prior to the ULC Conversion and (ii) the assets of each of Transit P.M. ULC and Wintergreen Transport Corporation ULC and the Capital Stock of each such entity shall be deemed not to be Acquisition Assets during the period prior to the Kildair Subsidiary Election.

Acquisition Assets all assets of the Loan Parties (other than Exempt CFCs or any Subsidiaries thereof) other than (a) assets included in the Borrowing Base and (b) Excluded Assets (as defined in the Security Agreement); provided that no such asset shall be an Acquisition Asset unless it is subject to a Perfected First Lien and is free and clear of all Liens other than Liens permitted hereunder.