CEA Assets definition

CEA Assets means Eligible Vehicles (or the Net Book Value thereof), Spanish AAA Components, Manufacturer Receivables and/or Eligible Manufacturer Receivables.
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CEA Assets means all of the personal property assets of CEA, tangible and intangible, of every kind and wherever situated, which are owned by CEA as of the Execution Date, other than and in all events excluding for all purposes the Excluded Assets, including, without limitation:
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CEA Assets means Eligible Vehicles (or the Net Book Value thereof), Spanish AAA Components, Manufacturer Receivables and/or Eligible Manufacturer Receivables. “Certificate of Credit Demand” means a certificate substantially in the form of Annex A to a Letter of Credit. “Certificate of Termination Demand” means a certificate substantially in the form of Annex B to a Letter of Credit. “Change in Law” means (a) any law, rule, regulation or treaty or any change therein or in the interpretation or application thereof (whether or not having the force of law), in each case, adopted, issued, occurring, or taking effect after the Closing Date or (b) any request, guideline or directive (whether or not having the force of law) from any government or political subdivision or agency, authority, bureau, central bank, commission, department or instrumentality thereof, or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not part of government) that is responsible for the establishment or interpretation of national or international accounting principles, in each case, whether foreign or domestic (each an “Official Body” ) charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Official Body (whether or not having the force of law) made, issued, occurring, or taking effect after the Closing Date; provided that, notwithstanding anything in the foregoing to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or any other United States or foreign regulatory authorities, in each case, pursuant to Basel III, shall, in each case, be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented. “Change of Control” means:
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Examples of CEA Assets in a sentence

  • Buyer acknowledges and agrees that it is acquiring the CEA Assets “As Is” and “Where is”, WITHOUT WARRANTY, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH EXPRESSLY IN THIS AGREEMENT.

  • Buyer shall, within 60 days after the Closing Date, prepare and deliver to CEA for its consent (which consent shall not be unreasonably withheld, conditioned or delayed) a schedule allocating the CEA Purchase Price among the CEA Assets, all in accordance with Treasury Regulation 1.1060-1T (or any comparable provisions of state or local tax law) or any successor provision.

  • Schedule 2.4(i) sets forth a list of rotables and spare parts, other than the OFR Parts, constituting a part of the CEA Assets.

  • At any time and from time to time after the Closing, at the request of Buyer and without further consideration, CEA shall execute and deliver such other instruments of sale, transfer, conveyance and assignment and take such actions as Buyer reasonably may request to more effectively transfer, convey and assign to Buyer, and to confirm Buyer’s rights to, title in and ownership of, the CEA Assets (other than the OFR Parts) and to place Buyer in actual possession and operating control thereof.

  • CEA has the authority to transfer the CEA Assets to Buyer, and as to all of the CEA Assets other than the OFR Parts, free and clear of all claims, liens, restrictions, encumbrances or security interests of any nature as provided in the Approval Order.

  • CEA is the true and lawful owner, and has good title to, all of the CEA Assets (other than the OFR Parts, as to which no warranty of title is given).

  • Schedule 2.4(ii) sets forth a list of the equipment constituting a part of the CEA Assets.