GMS Assets definition

GMS Assets means the GMS Real Property and the following properties and assets owned, leased or licensed, as applicable, by the Seller or any of the Selling Subsidiaries: (a) the Fixtures and Equipment; (b) the GMS Accounts Receivable; (c) GMS Inventory; (d) the GMS Supplies; (e) the Intellectual Property that is predominantly used, developed, acquired, licensed or held for use in the operation of the Business; (f) Contracts to which Seller or any of the Selling Subsidiaries is a party and which predominantly relate to the operation of the Business at the GMS Facilities; (g) subject to Section 5.7, advertising materials, marketing plans, distribution programs, customer lists and other similar information predominantly used or held for use in the operation of the Business at the GMS Facilities; (h) Books and Records related exclusively to the Business and located at the GMS Facilities, except those Books and Records in the possession of Seller’s independent public accountants (including the work papers of such independent public accountants); (i) all computer hardware, stored data, and owned computer software and documentation related thereto predominantly used or held for use in the Business and located at the GMS Facilities, except for those items listed in Section 2.2(h) of the Seller Disclosure Letter; (j) any government licenses, permits and approvals issued to Seller or any of the Selling Subsidiaries, including Environmental Permits, which relate to the operation of the Business at the GMS Facilities to the extent their transfer is permitted by Law; (k) the Limerick Assets, and (l) all other rights, assets and goodwill predominantly related to the Business, but excluding the Excluded Assets.
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Examples of GMS Assets in a sentence

  • Buyer hereby waives compliance by Seller and the Selling Subsidiaries with the provisions of any so-called bulk transfer laws of any jurisdiction in connection with the sale to Buyer of the GMS Assets.

  • Seller shall, and shall cause the Selling Subsidiaries to, by letter prepared by Buyer (the “Letter”), authorize, instruct and direct that the account parties of all accounts, notes and receivables constituting GMS Assets (such parties, the “Seller Account Parties”) shall make and deliver all payments relating thereto on or after the Closing to such location, bank and account as Buyer shall specify.

  • On the Closing Date, Buyer, Seller and the Selling Subsidiaries shall execute and deliver the GMS Intellectual Property Asset Transfer Agreement pursuant to which Seller and the Selling Subsidiaries shall transfer all Intellectual Property comprising GMS Assets to be transferred to Buyer in accordance with Section 2.1 of this Agreement.

  • Buyer will have sufficient funds or capital commitments in place to purchase the Shares and the GMS Assets and assume the Assumed Liabilities on the terms and conditions contained in this Agreement on the Closing Date.

  • Sales taxes, transfer taxes, stamp taxes, conveyance taxes, mortgage taxes, intangible taxes, documentary recording taxes, license and registration fees, notarial fees incurred in connection with the execution of any deed of transfer, and recording fees imposed by any Governmental Authority, if any, imposed upon the transfer of the Shares or the GMS Assets hereunder and the filing of any instruments (the “Transfer Taxes”) shall be borne equally by Buyer and Seller.

  • Seller, the Selling Subsidiaries and Buyer agree to report, pursuant to Section 1060 of the Code and the regulations promulgated thereunder or any other similar provision under Law, as and when required, the Allocation of the Purchase Price, as adjusted hereunder, among the Shares, GMS Assets and the Seller covenant not to compete described in Section 5.14 in a manner entirely consistent with such Allocation in the preparation and filing of all Tax Returns (including IRS Form 8594).

  • Additionally, Seller and Buyer agree that the portion of the Purchase Price allocated pursuant to the Initial Allocation to businesses where Seller or any Selling Subsidiary is selling assets (including sales of stock where section 338(h)(10) elections are being made) shall be further allocated (the “Asset Allocation”) among the GMS Assets sold by Seller or any Selling Subsidiary as required by Section 1060 of the Code on the basis of the fair market value of the respective assets.

  • To the extent that Buyer is provided the benefits pursuant to this Section 2.10 of any Contract included in the GMS Assets, Buyer shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller or the Selling Subsidiaries, as applicable, thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Buyer, would be Assumed Liabilities.