Division Assets definition

Division Assets has the meaning set forth in Section 2(a).
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Division Assets all of the assets, property and interests of every type and description, real, personal or mixed, tangible and intangible, of Citizens and relating primarily to the Business as engaged in by Citizens through the Louisiana Gas Service (also known as LGS Gas) division of Citizens or the LGS Intrastate Company division of Citizens, other than the Excluded Assets.
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Division Assets has the meaning set forth in the preamble.
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Examples of Division Assets in a sentence

  • From and after the Closing Date, (a) the Parent and the Seller will promptly forward to Enterprises and the Buyer all mail, including checks, which the Parent or the Seller may receive and which relate to the operation of the Acquired Business, including Division Assets and Assumed Liabilities and (b) the Buyer will promptly forward to the Seller all mail, including checks, which the Buyer may receive and which relate to the Excluded Assets or Excluded Liabilities.

  • The Division Assets, together with the Excluded Assets, include all of the properties, assets and rights which are used in, or are necessary to carry on the Business as currently conducted.

  • The Seller and its Affiliates have made available to Purchaser all environmental audits, reports and other material environmental documents relating to their or their predecessors' past or current properties, facilities or operations that constitute part of the Division Assets that are in their possession or under their reasonable control.

  • Following the Closing Date, Seller shall continue to remit to Purchaser all monies received by Seller or any of its Affiliates in payment for any accounts receivable included in the Division Assets acquired by Purchaser as of the Closing Date pursuant to this Agreement.

  • Except as set forth in Schedule 7(h), there are no outstanding judgments, orders, consents, agreements or decrees with, of or by any Governmental Entity against Parent or Seller relating to the Acquired Business or the Division Assets; a summary description of each of said judgments, orders, consents, agreements or decrees is included on Schedule 7(h).

  • The Inventories included in the Division Assets will have been acquired in the ordinary course of business of the Division, will not be damaged and will be saleable in the ordinary course of business of the Acquired Business.

  • The parties hereto shall allocate the Division Assets Purchase Price in accordance with Schedule 3(c).

  • Schedule 3.9 identifies each trade name or unregistered Trademark used by the Seller exclusively in connection with the Division Assets.

  • Schedule 3.10 lists the material Contractual Obligations to which the Seller is a party related to the Division Assets and by which the Acquired Assets may be bound or affected.

  • Except as set forth on Schedule 7(d)(i), all of the Division Assets are free and clear of any and all claims, liens, encumbrances, security interests, judgments, and charges of every nature whatsoever (collectively, "Liens").


More Definitions of Division Assets

Division Assets and the "Dillard's Inventories" (as such terms are hereinafter defined), upon the terms and subject to the conditions hereinafter set forth.
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Division Assets means all rights, properties and assets Used in the operations of the Division (excluding the Retained Assets), including, without limitation, the following rights, properties and assets (in each case, Used in the operations of the Division), as they shall exist on the Closing Date, subject to the limitations set forth below with respect to each described category of assets, free and clear of any and all Encumbrances other than Permitted Encumbrances:
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Related to Division Assets

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

  • Connection Assets means that portion of the distribution system used to connect a customer to the existing main distribution system, and consists of the assets between the point of connection on a distributor’s main distribution system and the ownership demarcation point with that customer;

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:

  • Information Assets means any information, including Confidential Information, necessary to the operation of either party that is created, stored, transmitted, processed or managed on any hardware, software, network components, or any printed form or is communicated orally. “Information Assets” does not include information that has been transferred from the Disclosing Party to the Receiving Party under applicable laws, regulations and agency guidance, and that is being maintained and used by the Receiving Party solely for purposes that are not Contractor Exchange Functions.

  • Independent Assets or Operations means, with respect to any such parent company, that such parent company’s total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities (excluding in each case amounts related to its investment in the Issuer and the Restricted Subsidiaries), determined in accordance with GAAP and as shown on the most recent balance sheet of such parent company, is more than 3.0% of such parent company’s corresponding consolidated amount.