Canada Purchased Assets definition

Canada Purchased Assets means all of the following assets of RTA Related to the Canada Business as of the opening of business on the North America Closing Date, except to the extent included in the Canada Excluded Assets:
Sample 1
Canada Purchased Assets means all Acquired Technology, including all Intellectual Property rights therein, the Customer List Assets pertaining solely to the CPE Business (and not to any other business of Seller) listed in Schedule 2.3, the Contracts listed in Schedule 2.3 (the "Canada Acquired Contracts"), the Business Materials pertaining solely to the CPE Business (and not to any other business of Seller) listed in Schedule 2.3, the Inventory listed in Schedule 2.3, the Accounts Receivable listed in Schedule 2.3 and the Equipment listed in Schedule 2.3.
Sample 1

Examples of Canada Purchased Assets in a sentence

  • Notwithstanding anything to the contrary in this Agreement, the Buyer shall indemnify and hold harmless Sonoco Canada and its Affiliates in respect of any Taxes under the ETA, which may be assessed against Sonoco Canada as a result of the transfer of such Sonoco Canada Purchased Assets not being eligible for such election, or for Taxes as a result of the Buyer’s failure to file the election within the prescribed time.

  • In this regard, the Buyer and Sonoco Canada acknowledge that a portion of the Sonoco Canada Purchased Assets transferred by Sonoco Canada pursuant to this Agreement and having a value equal to the amount elected under subsection 20(24) of the Tax Act and the equivalent provisions of any applicable provincial or territorial statute, is being transferred by Sonoco Canada as a payment for the assumption of such future obligations by the Buyer.

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  • RTA shall promptly turn over to Buyer all remittances, payments, mail and other communications to the extent related to the Canada Purchased Assets or the Canada Assumed Liabilities received by it or its Affiliates at any time after the North America Closing.

  • Nothing contained in this Section 3.6 or elsewhere in this Agreement shall be deemed to constitute an agreement to exclude from the Canada Purchased Assets the economic benefits under any Canada Contracts as to which a Consent may be necessary.

  • Except for the representations and warranties contained in this Article V (as modified by the Sellers Disclosure Letter), none of Sellers, the Group Companies or any of their Affiliates or Representatives makes or has made any other representation or warranty whatsoever, oral or written, express or implied, with respect to the Group Companies, the Canada Purchased Assets, the Canada Assumed Liabilities, the Business or the transactions contemplated by this Agreement.

  • To the extent that any such Transfer Taxes relating to the Canada Purchased Assets are required to be paid by or are imposed upon Sellers, Buyer shall reimburse, or shall cause to be reimbursed, to Sellers such Taxes within five Business Days of payment of such Transfer Taxes by Sellers, except to the extent that such Transfer Taxes are covered by Buyer’s indemnification obligation in Section 7.16(a).

  • If applicable, the Buyer and Sonoco Canada shall execute a joint election under section 167 of the ETA in respect of the transfer of the Sonoco NYC#: 148660.21 Canada Purchased Assets.

  • In the event of any adjustment required under this Section 3.3(a), appropriate corresponding adjustments shall be specifically allocated to the Canada Purchased Assets, the Mexico Shares and the US Shares, as applicable.

  • Subject to Section 7.16(a), Buyer shall be liable for and shall pay, or shall cause to be paid, all Transfer Taxes with respect to the sale and purchase of the Canada Purchased Assets under this Agreement.

Related to Canada Purchased Assets

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

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

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

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

  • 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).

  • Purchased Asset Documents means, with respect to a Purchased Asset, the documents comprising the Purchased Asset File for such Purchased Asset.

  • Sold Assets has the meaning set forth in Section 2.01(b).

  • 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.

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

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

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

  • Receivables Purchase Price The amount described in Section 2.02 of the Pooling Agreement.

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

  • Purchased Contracts has the meaning set forth in Section 2.1.1(a).

  • Receivables Purchase Documents means those documents entered into in connection with any series of receivables purchase or sale agreements generally consistent with terms contained in comparable structured finance transactions pursuant to which the Borrower or any of its Subsidiaries, in their respective capacities as sellers or transferors of any receivables, sell or transfer to SPCs all of their respective rights, title and interest in and to certain receivables for further sale or transfer to other purchasers of or investors in such assets (and the other documents, instruments and agreements executed in connection therewith), as any such agreements may be amended, restated, supplemented or otherwise modified from time to time, or any replacement or substitution therefor.

  • Purchased Interest means, at any time, the undivided percentage ownership interest in: (a) each and every Pool Receivable now existing or hereafter arising, (b) all Related Security with respect to such Pool Receivables and (c) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. Such undivided percentage interest shall be computed as:

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).

  • Specified Assets the following property and assets of such Grantor:

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

  • Purchased Items shall have the meaning assigned thereto in Section 8 hereof.

  • 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;

  • U.S. Purchaser is (a) any U.S. Person that purchased Units, (b) any person that purchased Units on behalf of any U.S. Person or any person in the United States, (c) any purchaser of Units that received an offer of the Units while in the United States, (d) any person that was in the United States at the time the purchaser’s buy order was made or the subscription agreement for Units was executed or delivered;

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

  • Assigned Assets refers to the Technology, all Derivatives, all Intellectual Property Rights, all Embodiments and Business Assets, collectively.

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

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.