Ashland Transferred Assets definition

Ashland Transferred Assets shall have the meaning set forth in Section 3.1 of the Asset Transfer and Contribution Agreement.
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Ashland Transferred Assets shall include (i) the assets covered by the Ashland Sublease Agreements, subject, however, to the rights of the lessors of such property under the underlying leases and (ii) the assets transferred to the Company or its subsidiaries by another entity at the direction of Ashland or its subsidiaries. The term “Ashland Transferring Entity” shall include (i) any entity that is subleasing assets to the Company or its subsidiaries under the Ashland Sublease Agreements and (ii) solely for purposes of the representations and warranties contained in Section 6.1(a) and Section 6.2, any entity that transfers assets to the Company or its subsidiaries at the direction of Ashland or its subsidiaries.
Sample 1

Examples of Ashland Transferred Assets in a sentence

  • After the Closing, subject to and in accordance with all terms, conditions, restrictions and limitations contained in Section 9.8 of the Asset Transfer and Contribution Agreement among Marathon Company, Ashland and MAP dated as of December 12, 1997, as amended (the "ATCA"), MAP shall direct and control all Remediation Activities (as defined in the ATCA) undertaken in connection with any Ashland Environmental Loss associated with the Ashland Transferred Assets (as such terms are defined in the ATCA).

  • After the Closing, subject to and in accordance with all terms, conditions, restrictions and limitations contained in Section 9.8 of the Asset Transfer and Contribution Agreement among Marathon Company, Ashland and MAP dated as of December 12, 1997, as amended (the “ATCA”), MAP shall direct and control all Remediation Activities (as defined in the ATCA) undertaken in connection with any Ashland Environmental Loss associated with the Ashland Transferred Assets (as such terms are defined in the ATCA).

  • Ashland shall pay, when due, any Transfer Taxes with respect to the transfer of the Ashland Transferred Assets, regardless of whether any Transfer Tax is imposed on it or any Ashland Transferring Entity, the Company or any subsidiary of the Company.

  • All insurance policies and contracts (including those issued by captive insurance companies) maintained by Ashland or its Affiliates with respect to Ashland’s Business or the Ashland Transferred Assets and all rights, Claims and causes of action under such insurance policies and contracts.

  • Schedule 6.12 to the Ashland Asset Transfer and Contribution Agreement Disclosure Letter sets forth a correct and complete list of all Affiliates of Ashland that are engaged in the conduct and operation of Ashland’s Business or own or lease any Ashland Transferred Assets or have any other rights in respect of any Ashland Transferred Asset.

  • The Ashland Transferred Assets are being operated by Ashland in compliance with all Applicable Laws and Ashland Material Permits, except as set forth on Schedule 6.6 to the Ashland Asset Transfer and Contribution Agreement Disclosure Letter and except for such non-compliance which would not have and would not reasonably be expected to have, individually (including a series of related non-compliances), a Material Adverse Effect on Ashland’s Business.

  • Except as set forth on Schedule 6.2 to the Ashland Asset Transfer and Contribution Agreement Disclosure Letter, Ashland, the Ashland Transferring Entities and the Ashland Subsidiaries have good and valid title to all Ashland Transferred Assets, in each case, free and clear of all Liens, subject only to Permitted Encumbrances.

  • Except as set forth in Article IX, any Environmental Loss to the extent related to the Ashland Transferred Assets or the operation or conduct of Ashland’s Business and in each case arising out of facts or circumstances existing, or acts or omissions occurring, prior to or on or after the Closing Date.

  • Except as set forth in Section 3.4 or Article IX, any Liability for any Claim to the extent related to the Ashland Transferred Assets or the operation or conduct of Ashland’s Business to the extent arising out of acts or omissions occurring prior to or on or after the Closing Date.

  • On the Closing Date, in consideration of the transfer by Ashland and the Ashland Transferring Entities to the Company and its subsidiaries of the Ashland Transferred Assets and the assumption by the Company and its subsidiaries of the Ashland Assumed Liabilities from Ashland and the Ashland Transferring Entities, Ashland shall have a Membership Interest in the Company that represents a 38% Percentage Interest in the Company.

Related to Ashland Transferred Assets

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • 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.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

  • Retained Assets has the meaning set forth in Section 2.2.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • 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;

  • Restricted Assets means all licenses, permits, franchises, approvals or other authorizations from any Governmental Authority from time to time granted to or otherwise held by the Company to the extent the same constitute “Excluded Assets” under (and as defined in) the Senior Lien Documents or the Junior Lien Documents or are similarly carved out from the granting clause or the collateral thereunder.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Transferred Property shall have the meaning specified in Section 2.1(a) hereof.

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Conveyed Assets shall have the meaning set forth in Section 2.01.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • Subject Assets is defined in Section 2.2(c).

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Purchased Asset means (i) with respect to any Transaction, the Eligible Asset sold by Seller to Buyer in such Transaction and (ii) with respect to the Transactions in general, all Eligible Assets sold by Seller to Buyer (other than Purchased Assets that have been repurchased by Seller).

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Transferred Interests has the meaning set forth in the Recitals.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Assets and Properties of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person.