ADC Assets definition

ADC Assets means all of the rights, title and interests of Seller, ADC or any other Affiliate of Seller (other than the Subject Companies) in and to all projects in development (other than with respect to the Crown Vista project), including all plans, drawings, specifications, contracts (to the extent not otherwise covered under Section 2.1(b)(i)(F)) and other assets and information relating thereto (the "ADC Development Projects"), all such ADC Development Projects being listed on Schedule 2.1(b)(ii)(A) attached hereto and which are designated by FW at least fifteen (15) days prior to the Closing Date. Schedule 2.1(b)(ii)(B) attached hereto, sets forth the existing agreements relating to the ADC Development Projects. The Finland Assets and the ADC Assets are herein collectively referred to as the "Assets."
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ADC Assets as defined in Section 2.1(b)(ii).
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Examples of ADC Assets in a sentence

  • The Balance Sheet and the Income Statement fairly present in all material respects the financial position of the Power Generation Business and the results of operations for the period indicated except for the exclusion of the ADC Assets.

  • The Returns have accurately reflected and will accurately reflect all liability for Taxes of or with respect to the Subject Companies, the Finland Assets and the ADC Assets for the periods covered thereby.

  • Seller and each of the Subject Companies has timely filed or caused to be timely filed or will timely file or cause to be timely filed with the appropriate taxing authorities all returns, statements, forms and reports for Taxes ("Returns") that are required to be filed by, or with respect to, the Subject Companies, the Finland Assets and the ADC Assets on or prior to the Closing Date.

  • Seller shall also prepare, or shall cause to be prepared, and thereafter timely file all Tax Returns required to be filed by or with respect to the Subject Companies, the Finland Assets and the ADC Assets for all Tax periods ending on or prior to the Closing Date.

  • FW shall control the conduct of all other audits or other administrative or judicial proceedings with respect to the Tax liability of the Subject Companies, the Finland Assets and the ADC Assets.

  • Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Sellers shall sell, transfer, assign, convey and deliver to Broadband Royalty, and Broadband Royalty shall purchase from Sellers all of Sellers' right, title and interest in and to the BCD Intellectual Property set forth on Schedule 2.1(d) (the "Purchased BCD Intellectual Property", and together with the Austrian Equity Interests, the Argentine Equity Interests and the ADC Assets, the "Purchased Assets").

  • All Tax Returns required to be filed by Seller pursuant to this Section 11.2(a) shall be prepared on a basis consistent with the Tax Returns filed by or on behalf of the Subject Companies, the Finland Assets and the ADC Assets for the preceding Tax period.

  • All such Tax Returns shall be prepared on a basis consistent with the Tax Returns filed by or on behalf of the Subject Companies, the Finland Assets and the ADC Assets for the preceding Tax periods.

  • All Taxes and Tax liabilities of the Subject Companies or for which the Subject Companies may be liable and all Taxes and Tax liabilities which may be asserted against the Finland Assets or the ADC Assets for all taxable years or other taxable periods (including portions thereof) prior to the Closing Date have been timely paid or accrued and adequately disclosed and fully provided for as a liability on the Balance Sheets in accordance with generally accepted accounting principles.