Cameron Transferred Assets definition

Cameron Transferred Assets means the assets to be transferred, whether directly or pursuant to the transfer of an entity, by Cameron and its Affiliates to the Venture Entities and their subsidiaries pursuant to Section 2.1, subject to Section 2.3.
Sample 1

Examples of Cameron Transferred Assets in a sentence

  • Except with respect to Permitted Encumbrances, (i) there are no material Liens for Taxes on any of the Cameron Transferred Assets and (ii) no Claim has been made by any Governmental Authority that could give rise to any such Lien.

  • Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Cameron Subsea Business, all of the Personal Property currently used in the Cameron Subsea Business and included in the Cameron Transferred Assets (i) is in good operating condition and repair (ordinary wear and tear excepted) and (ii) has been maintained in a manner consistent with industry practice.

  • There is no outstanding order, writ, judgment, stipulation, injunction, decree, determination, award or other order of any Governmental Authority against Cameron or its Affiliates that relates to the Cameron Transferred Assets.

  • Section 5.9(c) of the Cameron Disclosure Letter sets forth a correct and complete list as of the date hereof of all material owned or leased real property of Cameron that is not being included in the Cameron Transferred Assets but which is used by the Cameron Subsea Business (each, a “Cameron Joint Facility”).

  • All the terms and conditions of this tender enquiry would be made a part of our purchase order if placed on you against this tender enquiry, and the material supplied against that purchase order would be required to be inconformity with the stipulation provided in this tender enquiry.

  • All rights under all covenants and warranties to the extent related to the Cameron Transferred Assets, the Schlumberger Transferred Assets or the operation or conduct of the Cameron Subsea Business or the Schlumberger Subsea Business, express or implied (including title warranties and manufacturers’, suppliers’ and contractors’ warranties).

  • Since December 31, 2011, no change in the Cameron Subsea Business or the Cameron Transferred Assets has occurred which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Cameron Subsea Business.

  • The Cameron Transferred Assets are being operated by Cameron or a Cameron Entity, as the case may be, in compliance with all Applicable Laws, except for such noncompliance as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Cameron Subsea Business.

  • Cameron and the Cameron Entities have good and valid title to all Personal Property included in the Cameron Transferred Assets, in each case, free and clear of all Liens, subject only to Permitted Encumbrances.

  • None of the Cameron Transferred Assets is the subject of any Lien arising under Section 302(f) of ERISA or Section 412(n) of the Code.

Related to Cameron Transferred Assets

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

  • 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.

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

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

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

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

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

  • 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.

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

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

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

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

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

  • 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;

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

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

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

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

  • Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.

  • 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.

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

  • 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.

  • Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).

  • Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.