SLH Contributed Assets definition

SLH Contributed Assets means (a) the SLH Contributed Equity Interests, (b) the SLH Contributed Vessels (whether contributed directly by SLH or one of its Affiliates, or, with respect to the C-Lift Vessels, indirectly through the contribution of the SLH Contributed Equity Interests), and (c) all of SLH’s (or its Subsidiaries’ or Affiliates’) right, title, and interests in, to and under all of the business, assets, personal properties, contractual rights, goodwill, going concern value, rights and claims primarily related, and reasonably necessary, to the ownership and operation of the SLH Business, wherever situated and of whatever kind and nature, tangible or intangible, whether or not reflected on the books and records of SLH or any of its Subsidiaries or Affiliates (other than the SLH Excluded Assets) to be acquired at the Closing (whether contributed directly by SLH or one of its Affiliates, or, with respect to the C-Lift Vessels, indirectly through the contribution of the SLH Contributed Equity Interests). Without limiting the foregoing, the SLH Contributed Assets include (without duplication) all of SLH’s (or its Subsidiaries’ or Affiliates’, as the case may be) rights, title and interests in, to and under each of the following assets (whether contributed directly by SLH or one of its Affiliates, or, with respect to the C-Lift Vessels, indirectly through the contribution of the SLH Contributed Equity Interests):
Sample 1

Examples of SLH Contributed Assets in a sentence

  • Subject to Section 6.5, all of SLH’s and its Affiliates’ material policies of insurance by which the SLH Contributed Assets (the “SLH Insurance Policies”) are covered are in full force and effect.

  • The Company and SLH shall cooperate with each other in the conduct of any such audit or other proceeding related to Taxes and all other Tax matters relating to the SLH Contributed Assets and SLH Business.

  • SLH agrees that at least twenty (20) days prior to destroying or abandoning any Files and Records in respect of the SLH Contributed Assets and SLH Business relating to Taxes, it shall provide the Company written notice and, at the Company’s request, will transfer to the Company any such books or records requested by the Company.

  • All Transfer Taxes attributable to the contribution to the Company of the MOI Contributed Assets and Contributed MOI Liabilities shall be borne by MOI (to the extent not covered by section 1146 of the Bankruptcy Code), and all Transfer Taxes attributed to the contribution to the Company of the SLH Contributed Assets and Contributed SLH Liabilities shall be borne by SLH.

  • Other than as required or pursuant to the Bankruptcy Code, the Confirmation Order, the HSR Act and any other necessary order of the Bankruptcy Court to close the sale or transfer of the SLH Contributed Assets, SLH is not required to give any notice to, make any material filing with, or obtain any material Consent from any Person in order for the Parties to consummate the Transactions or any Related Agreement.

  • Except as expressly set forth in this Agreement, MOI acknowledges and agrees that the SLH Contributed Assets are sold “as is, where is” and that the Company agrees to accept the SLH Contributed Assets and the SLH Business in the condition they are in as of the Closing based on its own inspection examination and determination with respect to all matters.

  • The SLH Contributed Assets constitute all of the assets and properties, used or held for use in, or which are necessary for, the operation of the SLH Business and are sufficient for the Company to conduct the operation of the SLH Business from and after the Closing Date as currently conducted.

Related to SLH Contributed Assets

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

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

  • Contributed Property means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash, contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.5(d), such property shall no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.

  • Contributed Interests has the meaning set forth in the recitals.

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

  • 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.

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned or represented by any Partnership Interest.

  • Contributed Capital at any time, the aggregate amount which shall theretofore have been received by the Borrower as a contribution to its capital or as consideration for the issuance of partnership interests in the Borrower; Contributed Capital shall in any event exclude the proceeds of any Specified Affiliate Debt and any Restricted Equity.

  • Invested Assets means cash, Cash Equivalents, short term investments, investments held for sale and any other assets which are treated as investments under GAAP.

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

  • Contribution Share means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrower and all of the Guarantors other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 4.6 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under applicable law against the Borrower in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations pursuant to Section 8.4.

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

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

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

  • Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.

  • Defined Contribution Plan Fraction for a Limitation Year shall mean a fraction, (A) the numerator of which is the sum of the Participant's Annual Additions under all defined contribution plans (whether or not terminated) maintained by the Employer for the current year and all prior Limitation Years (including annual additions attributable to the Participant's nondeductible employee contributions to all defined benefit plans (whether or not terminated) maintained by the Employer), and (B) the denominator of which is the sum of the maximum aggregate amounts for the current year and all prior Limitation Years with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). "Maximum aggregate amounts" shall mean the lesser of (I) the product of 1.25 (or such adjustment as required under Section 12.4) and the dollar limitation in effect under Section 415(c)(1)(A) of the Code, adjusted as prescribed by the Secretary of the Treasury under Section 415(d) of the Code, or (II) the product of 1.4 and the amount that may be taken into account under Section 415(c)(1)(B) of the Code; provided, however, that the Committee may elect, on a uniform and nondiscriminatory basis, to apply the special transition rule of Section 415(e)(7) of the Code applicable to Limitation Years ending before January 1, 1983 in determining the denominator of the Defined Contribution Plan Fraction. If the Employee was a Participant as of the end of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the defined benefit fraction would otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, an amount equal to the product of (1) the excess of the sum of the fractions over 1.0 times (2) the denominator of this fraction, will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and conditions of the Plan made after May 5, 1986, but using the Section 415 limitation applicable to the first Limitation Year beginning on or after January 1, 1987. The annual addition for any Limitation Year beginning before January 1, 1987, shall not be recomputed to treat all Employee contributions as Annual Additions.

  • Defined Contribution Plan A retirement plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which the plan may allocate to such participant's account. The Advisory Committee must treat all defined contribution plans (whether or not terminated) maintained by the Employer as a single plan. Solely for purposes of the limitations of Part 2 of this Article III, the Advisory Committee will treat employee contributions made to a defined benefit plan maintained by the Employer as a separate defined contribution plan. The Advisory Committee also will treat as a defined contribution plan an individual medical account (as defined in Code Section 415(l)(2)) included as part of a defined benefit plan maintained by the Employer and, for taxable years ending after December 31, 1985, a welfare benefit fund under Code Section 419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)).

  • Midstream Assets means (i) assets used primarily for gathering, transmission, storage, processing or treatment of natural gas, natural gas liquids or other hydrocarbons or carbon dioxide and (ii) equity interests of any Person that has no substantial assets other than assets referred to in clause (i).

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

  • Initial Contribution means that contribution each Participant has made or agrees to make pursuant to Section 5.1.

  • Contribution Date has the meaning set forth in Section 4.3 hereof.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Transferred Real Property has the meaning set forth in Section 1.1(p).

  • Admitted assets means the amount thereof as of the last day of the most recently concluded annual statement year, computed in accordance with rule 191—5.6(505,515,520).

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:

  • Defined Contribution Fraction means a fraction the numerator of which is the sum of the Annual Additions to the Participant's account under all the defined contribution plans (whether or not terminated) maintained by the Employer for the current and all prior Limitation years (including the Annual Additions attributable to the Participant's nondeductible voluntary contributions to this and all the defined benefit plans (whether or not terminated) maintained by the Employer and the Annual Additions attributable to all welfare benefit funds, as defined in section 419(e) of the Code or individual medical accounts, as defined in section 415(1)(2) of the Code, or a simplified employee pension, as defined in section 408(k) of the Code, maintained by the Employer), and the denominator of which is the sum of the Maximum Aggregate Amounts for the current and all prior Limitation Years of Service with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). The Maximum Aggregate Amount in any Limitation Year is the lesser of one hundred twenty-five percent (125%) of the dollar limitation determined under Sections 415(b) and (d) of the Code in effect under section 415(c)(1)(A) of the Code or thirty-five percent (35%) of the Participant's Compensation for such year. If the Employee was a Participant as of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the Defined Benefit Fraction would otherwise exceed one (1.0) times under the terms of this Plan. Under the adjustment, an amount equal to the product of (a) the excess of the sum of the fractions over 1.0 times (b) the denominator of this fraction will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and condition of the Plans made after May 5, 1986, but using the limitation of section 415 of the Code applicable to the first Limitation Year beginning on or after January 1, 1987. The Annual Additions for any Limitation Year beginning before January 1, 1987 shall not be recomputed to treat all Employee contributions as Annual Additions.