Retail Assets definition
Retail Assets means property (tangible and intangible) that is used, sold or consumed in a Retail Business.
Retail Assets means the retail assets owned by the Company located on the islands of Oahu, Maui and Hawaii at which fuel products and merchandise are marketed and sold to retail customers, and related assets, as set forth in Exhibit F to this Agreement.
Retail Assets has the meaning given to such term in Section 3.7;
Examples of Retail Assets in a sentence
Also includes 500 shares of Series I Convertible Preferred Stock issued to KBB Retail Assets Corp.
As of the date of this Agreement, each Subject Entity and, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, each member of the Contributor Group is, and immediately following the Pre-Closing Transactions and as of the Closing, each Subject Entity will be, in material compliance with all such Material Company Permits.
Since January 1, 2014, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has received written notice of or, to Contributor’s knowledge, been threatened to be charged with any violation of any applicable Laws and Orders that are material to the operation of the business of any Subject Entity or the SUN Retail Business.
All material Taxes owed or payable by any Subject Entity, Contributor or any of their respective Affiliates with respect to any Subject Entity, any assets or operations of the Subject Entities, the SUN Retail Assets or the SUN Retail Business that are or have become due have been timely paid in full.
The SUN Retail Assets and the assets of each Subject Entity are adequate to conduct the business of the respective Subject Entity as of the Closing in all material respects substantially in accordance with past practices.
More Definitions of Retail Assets
Retail Assets means, for each Retail Site, all fee and leasehold interests of Respondents in the Retail Site, and all of Respondents’ interest in all assets, tangible or intangible, that are used at that Retail Site, including, but not limited to, all permits, licenses, consents, contracts, and agreements used in the operation of the Retail Site, and the non-exclusive right to use all patents, know-how, and other intellectual property used by Respondents in the operation of the Retail Sites. “Retail Assets” also includes all fee and leasehold interests of Respondents in real property that, as of October 1, 1999, was intended for use as a Retail Site and all permits, licenses, consents, contracts, and agreements intended for use or used with respect to that real property. “Retail Assets” also includes all of Respondents’ interest in all assets relating to all ancillary businesses (including, but not limited to, automobile mechanical service, convenience store, restaurant or car wash) located at each Retail Site, including all permits, licenses, consents, contracts, and agreements used in the operation of the ancillary businesses, and the non-exclusive right to use all know-how, patents, and other intellectual property used in the operation of the ancillary businesses. “Retail Assets” also includes all tank trucks and all contracts with all other persons for supplying Branded Fuels to the Retail Sites.
Retail Assets also includes all fee and leasehold interests of Respondents in real property that, as of October 1, 1999, was intended for use by Respondents as a Retail Site and all permits, licenses, consents, contracts, and agreements intended for use or used with respect to that real property. “Retail Assets” also includes all of Respondents’ interest in all assets relating to all ancillary businesses (including, but not limited to, automobile mechanical service, convenience store, restaurant or car wash) located at each Retail Site, including all permits, licenses, consents, contracts, and agreements used in the operation of the ancillary businesses, and the non-exclusive right to use all know-how, patents, and other intellectual property used in the operation of the ancillary businesses. “Retail Assets” also includes, at the acquirer’s option, all tank trucks and all contracts with all other Persons for supplying Branded Fuels to the Retail Sites. “Retail Assets” does not include Respondents’ proprietary trademarks, trade names, logos, trade dress, identification signs, additized product inventory, petroleum franchise agreements, Business Format Franchise agreements, petroleum product supply agreements, credit card agreements, satellite-based or centralized credit card processing equipment not incorporated in gasoline dispensers, or system-wide software and databases, or, except as provided above, know-how, patents, and other intellectual property. In the event that Respondents are unable to satisfy all conditions necessary to divest any intangible asset, Respondents shall: (1) with respect to permits, licenses or other rights granted by governmental authorities (other than patents), provide such assistance as the acquirer may reasonably request in the acquirer’s efforts to obtain comparable permits, licenses or rights, and (2) with respect to other intangible assets (other than patents), substitute equivalent assets, subject to Commission approval. A substituted asset will not be deemed to be equivalent unless it enables the Retail Site to perform the same function at the same or less cost. With respect to Turnpike Retail Assets, Respondents shall make good faith, diligent efforts, including, but not limited to, offering to compensate and compensating any pecuniary loss under applicable law to the States, to assign or otherwise convey their rights to the acquirer or to terminate Respondents’ rights, but Respondents’ failure to assign or terminate such rights due t...
Retail Assets means, for each Retail Site, all fee and leasehold interests of Respondents in the Retail Site, and all of Respondents’ interest in all assets, tangible or intangible, that are used at that Retail Site, including, but not limited to, all permits, licenses, consents, contracts, and agreements used in the operation of the Retail Site, and the non-exclusive right to use all patents, know-how, and other intellectual property used by Respondents in the operation of the Retail Sites. “Retail Assets” also includes all fee and leasehold interests of Respondents in real property that, as of October 1, 1999, was intended for use by Respondents as a Retail Site and all permits, licenses, consents, contracts, and agreements intended for use or used with
Retail Assets means, for each Gasoline Outlet, all of Respondents’ interests in the Gasoline Outlet, and includes:
Retail Assets means the “Acquired Assets” as defined in the Retail APA. “Retail Permits” is defined in Section 3.26.
Retail Assets has the meaning specified in Section 1.4(d).
Retail Assets means (i) any retail fuel facility, including owned real estate and fixtures relating thereto, (ii) ground leases and other leases associated with retail fueling locations, (iii) any improvements and equipment associated with retail fuel facilities, (iv) fuel and merchandise inventory associated with retail fuel facilities, (v) accounts receivable generated in connection with the sale of fuel and merchandise inventory associated with retail fuel facilities, (v) rights (including intellectual property rights and licenses) and revenues, in each case associated with franchised retail fuel locations and (vi) the Equity Interests of any Subsidiary, all or substantially all of the assets of which are of the types set forth in clauses (i) through (v) above.”