Associated Assets definition
Associated Assets means, with respect to any Fab, the Joint Venture Equipment, inventory and other tangible personal property owned by the Joint Venture Company or any of its Subsidiaries and located at that Fab on the date of the Liquidating Event or thereafter and all rights and obligations pursuant to contracts, permits and governmental approvals associated with such Fab, Joint Venture Equipment, inventory or other tangible personal property, including all liabilities exclusively associated with such Fab, except for assets sold or disposed of in any of the following transactions that occurs after the Liquidating Event: (a) the sale of inventory in the ordinary course; (b) the sale or other disposition of obsolete or surplus equipment or other assets to third parties in the ordinary course in arm’s-length transactions; and (c) the sale of any other asset with the approval of the Board of Managers. Any transfer of Associated Assets under this Agreement shall include the assumption by the transferee of the liabilities exclusively associated with such Fab.
Associated Assets means (i) the Transferred Owned Intellectual Property not owned by any Acquired Company as of the Closing Date (excluding Records), (ii) the Records, (iii) the Renewal Rights, (iv) all tangible personal property and other physical assets of any Seller used exclusively in the Business and (v) the assets listed on Schedule 1.1A. For the avoidance of doubt, the Associated Assets do not include any Intellectual Property other than the Transferred Owned Intellectual Property.
Associated Assets include Owner's rights, title and interest in, to and under certain specifically identified assets and rights of Owner, in each case to the extent existing as of the Closing Date, as follows:
Examples of Associated Assets in a sentence
As of the Closing, Buyer will have good title to all of the Associated Assets, free and clear of all Encumbrances other than Permitted Encumbrances.
During any such period of beneficial but not legal ownership of shares, assets or other interests comprising any portion of the Ferro Businesses, OMG shall operate the Ferro Businesses in the ordinary course for the account and benefit of Ferro and Ferro shall do the same with respect to the OMG Businesses and Associated Assets.
Each Seller and each Affiliate of any Seller that is a party to any Ancillary Agreement has full corporate or limited liability company (as the case may be) power and authority to carry on its business, including the Business, as it is now being conducted and to own, lease and operate all of its properties and assets, including the Shares, the Units, the Surplus Notes and the Associated Assets owned by such Person.
Prior to the Closing Date or earlier termination of this Agreement, unless PBC otherwise consents in writing (including by e-mail), Owner will not sell, assign, or otherwise transfer all or any material portion of the Associated Assets or any interest therein other than dispositions in the Ordinary Course.
During the period from the date of this Agreement through the Closing Date, Sellers shall, to the extent permitted under Applicable Law, cause the Companies to, consult in good faith with members of Buyer’s management with respect to significant developments, transactions and decisions involving the operations or affairs of the Companies and (with respect to the Associated Assets or their conduct of the Business) Sellers not prohibited under this Agreement.
More Definitions of Associated Assets
Associated Assets means all equipment, machinery, fixtures and ----------------- other Assets that are integral and exclusive to current or future exploration or production activities associated with the Reserves, but does not include any Pipeline.
Associated Assets means all Contracts, Permits, Licenses, Records, Liquor Licenses, Water Rights, Improvements, Easements and Rights- of-Way for ingress, egress and utilities, and any appurtenances and all other assets which are associated with, related to or used in connection with a Station or the Businesses, as the case may be.
Associated Assets means such spares, consumables and other assets associated
Associated Assets means, with respect to any Fab, the Joint Venture Equipment (as defined in the Applicable Joint Venture Agreement relating to such Fab), inventory and other tangible personal property owned by the Applicable Joint Venture or any of its Subsidiaries and located at that Fab on the date of the Liquidating Event or Triggering Event, as applicable, or thereafter and all rights and obligations pursuant to contracts, permits, governmental approvals and governmental concessions and incentives associated with such Fab, Joint Venture Equipment (as defined in the Applicable Joint Venture Agreement relating to such Fab), inventory or other tangible personal property, including all liabilities exclusively associated with such Fab, except for assets sold or disposed of in any of the following transactions that occurs after the Liquidating Event or Triggering Event, as applicable: (a) the sale of inventory in the ordinary course; (b) the sale or other disposition of obsolete or surplus equipment or other assets to third parties in the ordinary course in arm’s-length transactions; and (c) the sale of any other asset with the approval of the Board of Managers under the Applicable Joint Venture Agreement. Any transfer of Associated Assets under this Agreement shall include the assumption by the transferee of the liabilities exclusively associated with such Fab.
Associated Assets. The financial obligation of some Benefit Responsive Contracts are supported first by one or more identifiable investments (the “Associated Assets”), which are typically bonds or portfolios of bonds, and then, to a lesser extent, the assets of the issuer of the Benefit Responsive Contract (the “Contract Provider”). There is usually no immediate recognition of investment gains and losses on Associated Assets in the Benefit Responsive Contract; instead, investment gains and losses are amortized over time into the Benefit Responsive Contract’s performance by adjusting the contract’s credited rate of interest. The terms, conditions, and investment guidelines of the Benefit Responsive Contract may limit the amounts and types of Associated Assets or may restrict or require certain actions by PIMCO, the trustee, Custodian, Plans, Pooled Trust, Board or its agents. The investment guidelines of Associated Assets will typically comply with the definition of Permitted Investments within these Investment Guidelines or will otherwise have stable value investment objectives and investments that PIMCO believes are similar to or consistent with this Stable Value Option. • Bank Investment Contracts (BICs): A BIC is a type of Benefit Responsive Contract that is a general obligation of a bank or other financial institution that promise to repay principal and to pay interest at a specified or determinable rate over a certain period of time. The performance of the BIC is typically backed by the bank or financial company’s assets and is subject to the financial strength of the issuing company. • Benefit Responsive Contract: Benefit Responsive Contracts are stable value investment contracts issued by insurance companies, banks, and other financial institutions and are intended to help provide steady income and reduce investment volatility in the Stable Value Option. Generally, Benefit Responsive Contracts are intended to allow for book value accounting and the ability for qualifying participant-directed withdrawals to occur from such contracts at book value (typically, deposited principal plus accrued interest less redemptions). Benefit Responsive Contracts include, but are not limited to, insurance company Separate Account Contracts (SACs), Synthetic Investment Contracts (SICs), Bank Investment Contracts (BICs), and insurance company General Account Contracts (GACs). The Stable Value Option may also invest in funding agreements and other contract agreements, or instruments inten...
Associated Assets means, with respect to any Fab, the Joint Venture Equipment, inventory and other tangible personal property owned by the Joint Venture Company or any of its Subsidiaries and located at that Fab on the date of the Triggering Event or thereafter and all rights and obligations pursuant to contracts, permits, governmental approvals and governmental concessions and incentives associated with such Fab, Joint Venture Equipment, inventory or other tangible personal property, including all liabilities exclusively associated with such Fab, except for assets sold or disposed of in any of the following transactions that occurs after the Triggering Event: (a) the sale of inventory in the ordinary course; (b) the sale or other disposition of obsolete or surplus equipment or other assets to third parties in the ordinary course in arm’s-length transactions; and (c) the sale of any other asset with the approval of the Board of Managers. Any transfer of Associated Assets under this Agreement shall include the assumption by the transferee of the liabilities exclusively associated with such Fab.
Associated Assets means the Personal Property, the Lease, the Website, the Non-Compete Agreement and the Books and Records.