MMI Assets definition

MMI Assets. MMI Assets" has the meaning set forth in Section 1.13 of the General Assignment & Assumption Agreement.
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MMI Assets means (without duplication) the following Assets, except as otherwise provided for in any other Ancillary Agreement or other express agreement of the parties: (i) all Assets reflected in the MMI Balance Sheet, subject to any dispositions of such Assets subsequent to the date of the MMI Balance Sheet; (ii) all Assets that have been written off, expensed or fully depreciated that, had they not been written off, expensed or fully depreciated, would have been reflected in the MMI Balance Sheet in accordance with the principles and accounting policies under which the MMI Balance Sheet was prepared; (iii) all Assets acquired by Millipore or its Subsidiaries after the date of the MMI Balance Sheet that would be reflected in the consolidated balance sheet of MMI as of the Separation Date if such consolidated balance sheet was prepared using the same principles and accounting policies under which the MMI Balance Sheet was prepared, including any business transaction processing that may occur on Millipore systems on behalf of MMI during the period between Separation Date to initialization of the processing systems required by MMI; (iv) all Assets that are used primarily by the MMI Business at the Separation Date but are not reflected in the MMI Balance Sheet due to mistake or omission; provided, however, that no Asset shall be a MMI Asset requiring any transfer by Millipore unless MMI or its Subsidiaries have, on or before the first anniversary of the Distribution Date, given Millipore or its Subsidiaries notice that such Asset is a MMI Asset; (v) all MMI Contingent Claims; (vi) all MMI Contracts; (vii) to the extent permitted by law and subject to the Separation Agreement and the Master Transitional Services Agreement, all rights of any member of the MMI Group under any of Millipore's Insurance Policies or other insurance policies issued by Persons unaffiliated with Millipore; and (viii) those specific Assets that are expressly contemplated by this Agreement, the Separation Agreement or any other Ancillary Agreement (or any other Schedule hereto or thereto) as Assets to be transferred to MMI or any other member of the MMI Group and which are set forth on SCHEDULE 1.13(viii). MMI ASSETS SHALL EXCLUDE THE FOLLOWING: (A) the Excluded Assets listed or described on SCHEDULE 1.13(A); (B) the Retained Assets; and (C) any Assets that are expressly contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement (or the Schedules hereto or thereto) ...
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MMI Assets shall not include the original corporate minute books, stock ledgers and certificates and corporate seals of Stream International. MMI Assumed Liabilities means (i) all Liabilities of Stream International ----------------------- or its Subsidiaries relating to the MMI Business, including without limitation, all Liabilities related to the MMI Assets, excluding all indebtedness for borrowed money to X.X. Xxxxxxxxx other than as set forth in clause (iv) below, (ii) all Liabilities reflected on the MMI Balance Sheet, excluding all indebtedness for borrowed money to X.X. Xxxxxxxxx other than as set forth in clause (iv) below, (iii) the additional Liabilities listed on Schedule C to the ---------- Letter Agreement, (iv) the net amount of indebtedness to X.X. Xxxxxxxxx set forth on Schedule D to the Letter Agreement, (v) the Liabilities retained or ---------- assumed by MMI pursuant to Article 3 hereof, and (vi) all Liabilities of Stream International or its Subsidiaries (other than, to the extent covered in clause (i) above, the MMI Subsidiaries) arising out of or related to actions, omissions or events occurring at or prior to the time of the Distribution which are not included in the CST Assumed Liabilities or Stream International Liabilities; provided, however, that the term "MMI Assumed Liabilities" shall not include any -------- ------- Liabilities related to Taxes (it being understood that Liabilities related to Taxes shall be governed by the Tax Indemnification Agreements).
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Examples of MMI Assets in a sentence

  • Immediately after the consummation of all of the transfers and assumptions described in Sections 2.1.1 and 2.1.2, MMI Holdings shall contribute all of the MMI Assets it received to MMI and MMI shall assume all of the MMI Assumed Liabilities which had been assumed by MMI Holdings (other than those described in clause (iv) of the definition of MMI Assumed Liabilities).

  • Stream International shall also provide to MMI Holdings, unless already in the possession of MMI Holdings or a MMI Subsidiary and only to the extent that Stream International maintains them, lists of trademarks, trade names and copyrights included in the MMI Assets.

  • The Company shall indemnify Executive for liabilities incurred by him while acting in good faith in his capacity as a director or an officer to the fullest extent provided for any other officer or director of the Company.

  • Other than certain foreign MMI Assets that --------------- have been assigned prior to the date hereof, no MMI Asset shall be conveyed, transferred, assigned or delivered under this Section 2.1, and any purported conveyance, transfer, assignment, or delivery of any MMI Asset under this Section 2.1 shall be null and void, unless (i) simultaneously therewith or immediately prior thereto MMI Holdings shall have delivered to Xxxx Capital Inc.

  • In the event of any property damage, other than ordinary wear and tear, to any MMI Assets held by Millipore which occurs prior to the Separation Date, Millipore shall repair or otherwise address such damage in the ordinary course of business consistent with past practices; PROVIDED, HOWEVER, that nothing in ----------------- this clause shall restrict Millipore from disposing of any Assets in the ordinary course of business consistent with past practices.

  • Stream shall transfer to MMI Holdings: (i) all then outstanding Third-Party Debt directly attributable to the MMI business, and (ii) 40% of the increase in the Net RRD Debt from October 1, 1997 through the Effective Date, and MMI Holdings shall transfer to MMI the MMI Assets and the MMI Assumed Liabilities (collectively, the "MMI Drop-Down").

  • Prior to the earlier of (1) the consummation of the Stream IPO and (2) December 31, 1997, Stream, MMI Holdings and MMI shall enter into the MMI Contribution Agreement pursuant to which Stream shall transfer all of the MMI Assets and MMI Assumed Liabilities to MMI Holdings, and MMI Holdings shall issue voting common stock and preferred stock to Stream in a taxable transaction.


More Definitions of MMI Assets

MMI Assets shall have the meaning set forth in the MMI Contribution Agreement.
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Related to MMI Assets

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

  • 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;

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

  • Acquired Assets has the meaning set forth in Section 2.1.

  • REMIC I Assets All of the Mortgage Pool Assets.

  • 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.

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

  • 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.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Underlying Assets With respect to a Loan, any property or other assets designated and pledged as collateral to secure repayment of such Loan, including, without limitation, to the extent provided for in the relevant Underlying Instruments, a pledge of the stock, membership or other ownership interests in the related Obligor and all Proceeds from any sale or other disposition of such property or other assets.

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

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

  • 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.

  • Portfolio Assets means the portion of the net assets of the Fund managed by the Sub-Adviser pursuant to the following investment strategy as agreed to by the Adviser and the Sub-Adviser in a separately negotiated investment mandate: Emerging Markets (each a “Strategy”).

  • REMIC II Assets The REMIC I Regular Interests.

  • Gross Assets means the total of fixed assets and current assets;

  • SUBI Assets means the Leases, the SUBI Equipment and any related assets allocated to the Series 2014-1 SUBI.

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.

  • Retained 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.

  • Conveyed Assets shall have the meaning set forth in Section 2.01.

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

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