PMD Assets definition

PMD Assets means all right, title and interest, as of immediately prior to Closing, of APD, the PMD Asset Sellers, the other Sellers and their respective Affiliates (including the Transferred PMD Companies) in all Assets predominately used or predominately held for use, or specifically included pursuant to one or more of the clauses below in this definition, in connection with the PMD Business (excluding the Excluded Assets, any IT Assets, any Business Plans or Labor Contracts or individual employment contracts not transferred by operation of Law, and any real property and any interests therein, except to the extent specifically included pursuant to one or more of the clauses below in this definition), including:
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Examples of PMD Assets in a sentence

  • Until such time as the relevant Permits and Environmental Permits have been transferred to Buyer or its Affiliates, Buyer or its relevant Affiliate(s) shall comply with all applicable Environmental Laws, Permits and Environmental Permits, including all reporting obligations and financial assurance obligations, that remain in APD’s name or the name of another Seller of PMD Assets and that relate to the PMD Business.

  • Subject to acceptance of the Dutch Offer by APD following completion of the consultation process described in Section 5.15(a)(ii) and upon delivery to Buyer of the executed acceptance notice attached as Exhibit C to the Dutch Offer Letter (the “Dutch Acceptance Notice”), this Agreement shall apply to the Dutch Business and shall be included in the acquired PMD Assets.

  • Buyer acknowledges and agrees that neither APD nor any of the Sellers or their Subsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Transferred PMD Companies, their Subsidiaries, the PMD Assets, the PMD Business or other matters that is not specifically included in Article III of this Agreement as modified by Seller’s Disclosure Schedule.

  • The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” Notwithstanding the actual occurrence of the Closing at any particular time on the Closing Date, the Closing shall be deemed effective as of 12:01 a.m. New York time on the Closing Date (the “Effective Time”) with APD owning the PMD Assets and the PMD Shares for the entire calendar day immediately preceding the Closing Date and Buyer owning the PMD Assets and the PMD Shares for the entire Closing Date.

  • Buyer has conducted its own evaluation of the PMD Business and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its purchase of the PMD Shares and the Acquired PMD Assets and of its assumption of the Assumed Liabilities.

  • Notwithstanding the foregoing, APD shall not indemnify and hold harmless Buyer and its Affiliates from any liability for Taxes directly related to any action outside the ordinary course with respect to the Acquired PMD Assets or the Transferred PMD Companies taken on the Closing Date after the Closing by Buyer or any of its Affiliates (other than any such action expressly required or permitted by this Agreement or required by applicable Law) (a “Buyer Tax Act”).

  • Section 3.21 of the Seller’s Disclosure Schedules lists, as of the date hereof, all material arrangements, understandings or Contracts that include an obligation to provide goods, services or other benefits, between or among the Sellers and their Affiliates with respect to the PMD Business, the PMD Assets or the Assumed Liabilities.

  • Nothing contained in this Agreement shall be construed to give to Buyer or its Subsidiaries directly or indirectly, rights to control or direct the PMD Business’ operations or the PMD Assets prior to the Closing.

Related to PMD Assets

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

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

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

  • 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;

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