Directly Transferred Assets definition

Directly Transferred Assets means those Portfolio Assets that are listed on Schedule A as being transferred directly to the Buyer.
Sample 1Sample 2
Directly Transferred Assets has the meaning ascribed to such term in the Acquisition Agreement;
Sample 1
Directly Transferred Assets means (a) those assets Related to the Business that would otherwise be Contributed Assets (as defined in the Contribution and Assumption Agreement) located outside of the United States to be identified in writing by Buyer, in cooperation with Seller, no later than December 10, 2020 and (b)(i) all Copyrights, Trademarks and Patents Related to the Business, including those set forth on Schedule 3.16(a) of the Seller Disclosure Letter, (ii) all rights to sxx or otherwise recover for past, present and future infringement, misappropriation, dilution or other violations of any of the foregoing, (iii) all rights to obtain renewals, continuations, divisions and extensions of legal protection pertaining to any of the foregoing, (iv) all rights of priority arising from any of the foregoing, and (v) all other rights corresponding to any of the foregoing throughout the world, in each case, as of immediately prior to the Closing.
Sample 1

Examples of Directly Transferred Assets in a sentence

  • Seller and its Subsidiaries have (and, as of immediately prior to the Closing, the Company will have) good and marketable title to all material personal, tangible and intangible personal property and assets of the Business (excluding the Excluded Assets (as defined in the Contribution and Assumption Agreement) and the Directly Transferred Assets), free and clear of any Liens, other than Permitted Liens.

  • Assignment and assumption agreements, in the forms supplied by the counterparties to the Royalty Instruments and Stream Instruments comprising the Directly Transferred Assets or, where no such forms are supplied, substantially in the form attached hereto as Schedule L, assigning each of the Directly Transferred Assets to the Buyer, together with any other related instruments required or appropriate in connection therewith.

  • Taking into account the rights, benefits, products or services that will be available to the Company pursuant to the Transition Services Agreement, together with the Directly Transferred Assets to be transferred to Buyer or its designee pursuant to this Agreement, the Company will, as of the Closing, possess all property, assets and rights necessary to conduct the Business as conducted by Seller and its Subsidiaries immediately prior to the Contribution in all material respects.

  • There are no Liens for Taxes upon any of the Contributed Assets, the Directly Transferred Assets or any other assets of the Business other than Permitted Liens.

  • Each Local Transfer Agreement shall serve purely to effect the legal sale and transfer of the applicable Directly Transferred Assets and not have any effect on the value being given or received by Buyer, Seller and their respective Subsidiaries, as applicable, or the terms and conditions of the Transactions.

  • If the applicant does not receive an acknowledgement within 60 days of the submission deadline, the applicant should contact Lydia Astorga at (202) 260–4728.Part V—Review ProcessA.

  • All sums payable by Buyer (or any designated Subsidiary of Buyer Parent) to Seller (or its Subsidiaries) pursuant to this Agreement as consideration for any of the Directly Transferred Assets are, unless expressly stated otherwise, payable exclusive of any applicable VAT which is properly chargeable thereon.

  • After the business formation documents are processed by the New Jersey Department of Treasury, Division of Revenue, the Department will issue to qualifying applicants a Certificate of Authority and forward the filed business formation documents.Additional requirements for forming/redomesticating a captive in New Jersey:1.

  • From and after Closing, the Buyer shall, and shall cause the Holding Entities (in respect of the Portfolio Assets relating to such Holding Entities) to assume, pay, discharge, and perform all obligations and liabilities with respect to each of the Directly Transferred Assets and the Holding Entities, except for the Employee Obligations and [Redacted- Commercial sensitive] ( the "Assumed Liabilities").

  • On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, or shall cause it Subsidiaries, as applicable, to sell, assign, convey, transfer and deliver to Buyer (or any designated Subsidiary of Buyer Parent), and Buyer shall accept (or cause such Subsidiary of Buyer Parent to accept), all of the right, title and interest in and to the Directly Transferred Assets, free and clear of all Liens, other than Permitted Liens (the “Direct Transfers”).


More Definitions of Directly Transferred Assets

Directly Transferred Assets means the royalties, stream instruments and offtake instruments set out in Schedule "A" to the Acquisition Agreement.
Sample 1
Directly Transferred Assets means (a) those assets Related to the Business that would otherwise be Contributed Assets (as defined in the Contribution and Assumption Agreement) located outside of the United States to be identified in writing by Buyer, in cooperation with Seller, no later than December 10, 2020 and (b)(i) all Copyrights, Trademarks and Patents Related to the Business, including those set forth on Schedule 3.16(a) of the Seller Disclosure Letter, (ii) all rights to sue or otherwise recover for past, present and future infringement, misappropriation, dilution or other violations of any of the foregoing, (iii) all rights to obtain renewals, continuations, divisions and extensions of legal protection pertaining to any of the foregoing, (iv) all rights of priority arising from any of the foregoing, and (v) all other rights corresponding to any of the foregoing throughout the world, in each case, as of immediately prior to the Closing.
Sample 1

Related to Directly 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.

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

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

  • 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.

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

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

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Transferred 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.

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

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

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

  • Qualified Assets means any of the following assets: (i) interests, rights, options, warrants or convertible or exchangeable securities of the Partnership; (ii) Debt issued by the Partnership or any Subsidiary thereof in connection with the incurrence of Funding Debt; (iii) equity interests in Qualified REIT Subsidiaries and limited liability companies (or other entities disregarded from their sole owner for U.S. federal income tax purposes, including wholly owned grantor trusts) whose assets consist solely of Qualified Assets; (iv) up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Partnership; (v) cash held for payment of administrative expenses or pending distribution to security holders of the General Partner or any wholly owned Subsidiary thereof or pending contribution to the Partnership; and (vi) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Partnership and its Subsidiaries.

  • Subject Business means the policy or policies that are the subject of the Insurance Business Transfer Plan.

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

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

  • 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.

  • Subject Company shall have the meaning set forth in Section 6.10(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.

  • Combined Assets means the sum of Fund Assets and Other Assets; and