Non-Transferable Asset definition
Non-Transferable Asset has the meaning set forth in Section 2.4(a).
Non-Transferable Asset has the meaning ascribed thereto in Section 2.03.
Non-Transferable Asset means an asset held by a Participating Pension Fund that either cannot be transferred or is imprudent to transfer on the Transfer Date.
Examples of Non-Transferable Asset in a sentence
Pending the earlier of obtaining such Consent and the expiration of such 12-month period, the Parties shall use commercially reasonable efforts to cooperate with each other in any reasonable and lawful arrangements designed to provide Celsius (or a Celsius Designee) all economic benefits and burdens of any such Non-Transferable Asset.
During such time period, PepsiCo and its applicable Subsidiary Transferors shall comply with all applicable covenants and obligations with respect to such Non-Transferable Asset to the extent arising after the Closing Date and relating to such period during which such Non-Transferable Asset is held for the benefit of Celsius (or a Celsius Designee).
More Definitions of Non-Transferable Asset
Non-Transferable Asset shall have the meaning set forth in Section 1.4(a). “Non-Transferable Liability” shall have the meaning set forth in Section 1.4(a). “Organizational Documents” shall have the meaning set forth in the Merger Agreement. “Other Party’s Auditors” shall have the meaning set forth in Section 4.2(b). “Outstanding Existing Remainco Credit Support Instruments” shall have the meaning set forth in Section 1.10(f). “Outstanding Existing Spinco Credit Support Instruments” shall have the meaning set forth in Section 1.10(c). “Party” shall have the respective meanings set forth in the Preamble. “Past Practice” shall have the meaning set forth in the Tax Matters Agreement. “Permit” shall have the meaning set forth in the Merger Agreement. “Person” means any natural person, Entity or Governmental Authority. “Permitted Business” means (a) the Remainco Retained Business, (b) any business-to- consumer business that provides product, services, applications or solutions directly to natural persons, including with respect to sports betting, gaming machines or digital betting, or (c) any business-to-business/government business that provides products, services, applications or solutions competing with the products, services, applications or solutions of the Merger Partner Restricted Business to lotteries or Governmental Authorities for or with respect to lotteries, excluding, in each of clauses (a) and (c), the provision of video lottery terminal (VLT) cabinets, games, systems and software or other Merger Partner Restricted Business products or services to casinos (unless the casino is owned and operated by a lottery or a Governmental Authority for a lottery and such products or services are ancillary to the products or services Remainco provides to such lottery or Governmental Authority). “Post-Closing Remainco Group Member” shall have the meaning set forth in the Merger Agreement. “Pre-Closing Commitment Fees” means the commitment fees and other fees and amounts required by the Commitment Letter to be paid prior to the Closing Date (including escrow deposits
Non-Transferable Asset means any Transferred Contract or Transferred Claim that would otherwise constitute a Transferred Asset, but that (i) by its terms is not transferable or assignable to the Buyer pursuant to this Agreement without the consent, waiver, approval, authorization, qualification or other order of one or more Persons and such consent, waiver, approval, authorization, qualification or other order is not obtained prior to the Closing or (ii) is not transferred or assigned to the Buyer pursuant to this Agreement for any other reason.
Non-Transferable Asset has the meaning specified in Section 8.11(b).
Non-Transferable Asset shall have the meaning set forth in Section 5.8(b).
Non-Transferable Asset. With respect to each such Non-Transferable Asset, (i) J▇▇.▇▇ will cooperate in any reasonable and lawful arrangements designed to provide to SpinCo, and its successors, all of the benefits, economic and otherwise, of such Non-Transferable Asset (including promptly remitting to SpinCo any revenue received by J▇▇.▇▇ on account of any such Non-Transferable Asset related to the Post-Closing Period), (ii) J▇▇.▇▇ will not terminate, alter or amend any such Non-Transferable Asset except with SpinCo’s express written consent, and (iii) until such Non-Transferable Asset is Transferred to SpinCo, J▇▇.▇▇ will use its commercially reasonable efforts to enforce, at the reasonable direction and for the account, at the sole expense, of SpinCo, any right of J▇▇.▇▇ arising under any such Non-Transferable Asset against any counterparty thereto or other Person (including the right to amend or terminate any such Non-Transferable Asset in accordance with the terms thereof). J▇▇.▇▇ will provide SpinCo with notice of any claim asserted by any Person against or with respect to any Non-Transferable Asset after the Closing as soon as practicable after becoming aware of any such claim. If any such claim is asserted, SpinCo will have the right to direct the defense of such claim at SpinCo’s sole cost and expense, whether or not litigation, arbitration or other dispute resolution proceedings have been instituted and even if SpinCo is not named as a party to such claim.
Non-Transferable Asset. Section 2.06(a)
Non-Transferable Asset has the meaning ascribed to such term in Section 1.7(a).