Canada Transferred Assets definition

Canada Transferred Assets means those Transferred Assets sold, transferred, conveyed, assigned and delivered by the Canada Seller to the Canada Buyer as set forth in Section 1.1.
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Canada Transferred Assets means the Transferred Assets located in Canada.
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Examples of Canada Transferred Assets in a sentence

  • Buyer shall prepare and deliver to Seller a statement allocating the Final Purchase Price between the aggregated Transferred Assets (other than the Canada Transferred Assets) (the “U.S. Purchase Price”) and the aggregated Canada Transferred Assets (the “Canadian Purchase Price”), which in the case of the U.S. Purchase Price shall include the Assumed Liabilities and in the case of the Canadian Purchase Price shall include the Canada Assumed Liabilities.

  • The purchase price for the Transferred Assets (excluding the Canada Transferred Assets) as determined for income tax purposes shall be allocated among the Transferred Assets (excluding the Canada Transferred Assets), and otherwise in accordance with their fair market values consistent with Section 1060 of the Code, and such allocation shall be binding upon the parties hereto for all applicable federal, state, local and foreign tax purposes (“Purchase Price Allocation”).

  • The purchase price for the Transferred Assets (excluding the Canada Transferred Assets) as determined for income tax purposes shall be allocated among the Transferred Assets (excluding the Canada Transferred Assets), and otherwise in accordance with their fair market values consistent with Section 1060 of the Code, and such allocation shall be binding upon the parties hereto for all applicable federal, state, local and foreign tax purposes (“ Purchase Price Allocation”).

  • All Inventory of the Company or included in the Canada Transferred Assets, as the case may be, consists of items of a quality and quantity usable and salable in the Ordinary Course of Business in all material respects, and the level of Inventory is consistent with the level maintained by the Business in the Ordinary Course of Business in all material respects.

  • In case of descripancy in the amount in words and in figures the rate quoted in words will be considered.

  • Notwithstanding Section 5.7(b), Canadian Seller and Canadian Buyer agree that the aggregate purchase price for the Canada Transferred Assets as determined under Section 1.6(b) of this Agreement shall be allocated among the Canada Transferred Assets in accordance with Exhibit H.

  • Of the 105 county jails, 81 of the facilities are operated by the sheriff as the chief correctional officer, 20 are operated by the boards of county commissioners, and 4 facilities are operated in three counties by contract between the boards of county commissioners and Corrections Corporation of America.

  • All tangible assets constituting the Canada Transferred Assets are located in the Province of Ontario, and the Business is conducted in every Province in Canada.

  • The Company does not have any inventory that, and none of the inventory included in the Canada Transferred Assets, has been consigned to third parties or that otherwise is not in the physical possession of the Company or Canada Seller, as applicable.

  • Canada Buyer and Canada Seller shall jointly elect pursuant to the provisions of section 167 of the Excise Tax Act by completing on or before Closing all prescribed forms and related documents so that for purposes of the Excise Tax Act no tax is payable under the Excise Tax Act in respect of the Canada Transferred Assets.

Related to Canada Transferred Assets

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

  • Acquired 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.

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

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

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

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

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

  • 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.

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

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

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

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

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

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

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

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

  • 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.

  • 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.

  • Transferred Intellectual Property has the meaning set forth in Section 2.1(k).

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

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

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

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

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).