School Assets definition
Examples of School Assets in a sentence
To the extent the Commissioner of Taxation considers that any supply made by a party under this agreement constitutes a supply made for consideration, the parties agree that supply of all things that are necessary for the operation of the School Operation under this agreement including the School Assets constitutes the supply of a going concern for the purposes of the GST Law, and is intended to be GST-free.
School Assets and School Liabilities On and subject to the terms of this agreement, the Proprietor agrees to transition to MACS, and MACS agrees to accept the transition of, the School Operation together with the School Assets and the School Liabilities on the Completion Date, subject to the Conditions being satisfied or waived by Completion under clause 5.2.
None of the School Assets is “tax exempt use property” (within the meaning of Section 168(h) of the Code).
Seller has not received from any Person, with respect to the University or the School Assets, any: (A) Environmental Notice or Environmental Claim; or (B) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the Effective Date.
There are no agreements or arrangements (whether or not written) existing at any time at or before the Closing, binding Seller, that provides for the allocation, apportionment, sharing or assignment of any Tax Liability or benefit, for the principal purpose of determining any other Person’s Tax Liability in effect with respect to the School Assets or the Assumed Liabilities.
This Agreement, the Related Agreements and any schedules, exhibits or attachments to such agreements (subject to Section 8.10), contain the entire agreement of the Parties with respect to the purchase and sale of the School Assets and the other transactions contemplated by such agreements.
None of the School Assets is a lease made pursuant to Section 168(f)(8) of the Code.
In full consideration of the sale and transfer of the School Assets, Buyer shall assume the Assumed Liabilities and pay and deliver to Seller an amount equal to (a) the Base Purchase Price, plus (b) the Invested Amount.
Seller has provided to Buyer a complete and accurate list of the names and addresses of suppliers of items related to the University or the School Assets as of the date hereof.
Seller and each Acquired Subsidiary is duly licensed or qualified to do business and is in good standing in each jurisdiction in which its ownership of School Assets or the operation of the University as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.