Affiliate Assets definition
Examples of Affiliate Assets in a sentence
Except for the Affiliate Assets and the TSA Assets, no Insider has any right in or to any of the assets and properties that are owned, used or held for use by the Company or its Affiliates with respect to the business of the Company except for the right to receive compensation for services rendered in the Ordinary Course.
The Member shall use its commercially reasonable efforts to cause the Affiliate Assets (other than those listed on Schedule 6.9) to be transferred to the Company prior to the Closing.
To the Knowledge of the Member, the assets and properties owned, leased or licensed by the Company and the Affiliate Assets together constitute all of the material assets and properties which are owned, used or held for use by the Company or its Affiliates with respect to the Leased Real Property or the Casino; it being understood by Buyer that the Excluded Assets will be transferred from the Company to the Member prior to the Closing.
In consideration for the sale and transfer of the Acquired Assets and the Affiliate Assets, at the Closing the Buyer shall assume the Assumed Liabilities and shall pay to the Seller the Closing Date Adjusted Purchase Price in cash in immediately available funds into an account designated by the Seller.
At or prior to the Closing, and subject in each case to prior approval by Buyer, the Member shall use its commercially reasonable efforts to cause each of the Affiliate Assets other than the Affiliate Assets set forth on Schedule 6.9 hereto and the Member Retained IP to be transferred to the Company pursuant to one or more instruments of assignment and/or assumption, as appropriate, in form and substance reasonably satisfactory to Buyer.