FTL Assets definition

FTL Assets has the meaning ascribed to it in Section 1.03(a).
View Source

Examples of FTL Assets in a sentence

  • Each Transferred Subsidiary has good and marketable title to, or in the case of leaseholds, valid leasehold interests in, its Assets and Properties that comprise part of the FTL Assets, free and clear of any Liens other than Permitted Liens or Liens that will be released or discharged pursuant to the Confirmation Order or the Sanction Order at or prior to the Closing.

  • No Seller or any of its Subsidiaries is in violation of or in default under any Law or Order applicable to the Business or the FTL Assets the effect of which, individually or in the aggregate with other such violations and defaults, would reasonably be expected to have a Material Adverse Effect on the Condition of the Business or on the Transferred Subsidiaries taken as a whole.

  • Each Seller has good and marketable title to, or in the case of leaseholds, valid leasehold interests in, its Assets and Properties that comprise part of the FTL Assets, free and clear of any Liens other than Permitted Liens or Liens that will be released or discharged pursuant to the Confirmation Order or the Sanction Order at or prior to the Closing.

  • Each Seller acknowledges that this Agreement is the culmination of an extensive process undertaken by Sellers to identify and negotiate a transaction with a bidder who was prepared to pay the highest and best purchase price for the FTL Assets while assuming or otherwise satisfying the FTL Liabilities.

  • The overbid provisions and related bid protections in the Bidding Procedures are designed to compensate Purchaser for its efforts and agreements to date and to facilitate a full and fair process designed to maximize the value of the FTL Assets for the benefit of each Seller's stakeholders.

  • If any of the FTL Assets which otherwise would have been transferred to Purchaser pursuant to this Agreement is destroyed or damaged or taken in condemnation after the date hereof and prior to the Closing, Sellers shall promptly give notice of the same to Purchaser, and shall cause all necessary repairs or restoration to such properties to be made promptly to the full extent of all available insurance proceeds.

  • The FTL Final Balance Sheet shall be prepared by Purchaser in good faith in accordance with GAAP applied consistently with Sellers' past practices and with the practices applied in preparation of the FTL Reference Balance Sheet, provided, however, that the FTL Final Balance Sheet, from which the Working Capital Schedule is prepared, shall reflect as assets only FTL Assets and shall reflect as liabilities only FTL Liabilities.

Related to FTL Assets

  • Additional Assets means (1) any property or assets used in a Related Business; (2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or (3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary; provided, however, that any such Restricted Subsidiary described in clause (2) or (3) above is primarily engaged in a Related Business.

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

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

  • Related Assets Any assets held by a Trust the return of which is linked to one or more Underlying Securities and which, if applicable, shall be described in the related Supplement or a schedule thereto.

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