Merchant Assets definition

Merchant Assets means the midstream storage (excluding the Storage Facility), terminalling, hub activities and marketing assets of Pembina;
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Merchant Assets of a Person shall mean the following (i) all rights and interests of such Person under Merchant Agreements and Correspondent Agreements relating to such Person's Merchant Activities and all pertinent books and records; (ii) all point-of-sale terminals, other equipment, furniture and supplies used or held for use in such Person's Merchant Activities; and (iii) the goodwill, intangible assets and value of such Person's Merchant Activities as a going concern, to the extent any such value exists.
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Merchant Assets means the following Assets of Sellers: (i) all rights and interests of Sellers under Merchant Agreements, Associate Bank Agreements, Referral Agreements, and Other Contracts set forth on Schedule 1.1(d) (and any reserve accounts or guaranties) and relating to the Merchant Business accruing on and after the Effective Date (but excluding revenues accruing prior to the Effective Date, notwithstanding the receipt of any such revenues after the Effective Date), and all pertinent Books and Records (subject to Section 2.3); (ii) the Equipment and related revenues; (iii) the Inventory; and (iv) the goodwill, intangible assets and value of the Merchant Business as a going concern, to the extent any such value exists; provided, however, that Merchant Assets shall not include (a) the trade names, trade marks, service marks, copyrights or other intellectual property relating to the names or logos of Sellers, First Union, FUNB, CoreStates Bank, CBD, or any other of Sellers' Affiliates; and (b) any Assets which are either used exclusively in or related exclusively to activities other than the Merchant Business, or that are otherwise identified on Schedule 1.1(f) (the "Excluded Assets").
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Examples of Merchant Assets in a sentence

  • Accordingly, at the Contribution Date, each contributing Elan Entity shall cause to be delivered to the Company the Merchant Assets to be contributed by it hereunder, together with such instruments of transfer and other documentation as shall be necessary to transfer good and marketable title thereof to the Company.

  • In addition to the Assignment and Assumption Agreement, the sale, conveyance, transfer, assignment and delivery of the Merchant Assets to Purchaser shall be effected by such deeds, bills of sale, endorsements, assignments, transfers and other instruments of transfer and conveyance in such form, including, without limitation, warranties of title, as Purchaser may reasonably request.

  • On and after the Closing Date, Sellers, Purchaser and Parent shall (i) give each other further assurances and execute, acknowledge and deliver all such reasonable acknowledgments and other instruments and take such further action as each may reasonably request to effectuate the transaction contemplated by this Agreement, including the transfer of the Merchant Assets to Purchaser, the orderly conversion referred to in Article X, and the assumption by Purchaser of the Assumed Liabilities.

  • Purchaser shall, on the Closing Date, receive possession of (or the right to possess), and all right, title and interest in, the originals or, in the event Sellers are entitled to keep the originals pursuant to this Section 2.3 or if Sellers do not have in their possession such originals, copies, of all Books and Records included in the Merchant Assets; provided, that Sellers may retain the originals or copies of such documents as they may deem reasonably necessary or appropriate for its business.

  • On the terms and subject to the conditions set forth in this Agreement, at the Closing, to be effective as of October 1, 1998 (the "Effective Date"), Sellers shall assign, transfer, convey and deliver to Purchaser and Purchaser shall acquire from Sellers all right, title and interest of Sellers in and to the Merchant Assets.

  • Merchant represents and warrants that it either owns and retains all right, title and interest in the Merchant Assets, or has the right and authority to grant a license in the Merchant Assets sufficient for their use in the Solution.

  • The Merchant Assets include all Assets required to engage in the Merchant Business as presently conducted in all material respects by Sellers.

  • Each Seller is a national banking association duly organized, validly existing, and in good standing under the Laws of the United States, and has the corporate power and authority to carry on its Merchant Business as now conducted and to own, lease and operate its material Merchant Assets.

  • Each Seller has good and marketable title, free and clear of all Liens (other than those arising under this Agreement and those arising under oral agreements with Merchants concerning possession of Equipment at their premises and except as set forth in Schedule 4.5), to all of its material Merchant Assets.

  • Each Seller has in effect all Permits necessary for it to own, lease, or operate the Merchant Assets and to carry on the Merchant Business as now conducted, and there has occurred no Default under any of such Permits.