Cyclone Transferred Assets definition

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

Examples of Cyclone Transferred Assets in a sentence

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

  • So [Calo] goes out and he finds a new source, a guy named Marteen.Now, [Calo] doesn’t really change his business ways and eventually finds himself deep in debt with Marteen as well.

  • Since December 31, 2011, no change in the Cyclone Subsea Business or the Cyclone 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 Cyclone Subsea Business.

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

  • Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Cyclone Subsea Business, all of the Personal Property currently used in the Cyclone Subsea Business and included in the Cyclone 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 Cyclone or its Affiliates that relates to the Cyclone Transferred Assets.

  • As of immediately prior to the Closing Date, none of the Cyclone Transferred Assets contributed to US Venture Entity will consist of the stock of a corporation or other entity that is treated as a corporation under the income tax laws of the U.S. or any state or political subdivision thereof.

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

  • The Cyclone Transferred Assets are being operated by Cyclone or a Cyclone 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 Cyclone Subsea Business.

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

Related to Cyclone Transferred Assets

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

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

  • 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.

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

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

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

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

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

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

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

  • 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;

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

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

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

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

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.

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

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

  • 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.

  • Transferred IP means the Intellectual Property Rights that are both (a) owned by the Seller or in the case of rights licensed in to Seller by a third party under a Licensed-In Transferred IP Agreement, all of the rights Seller has under such agreement, and (b) embodied in the Transferred Technology.

  • 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).

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

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

  • 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.