Spin-Off Alaska Assets definition

Spin-Off Alaska Assets means, the assets comprising the “Talon Interest” as such term is defined in the Alaska Purchase Agreement, which for greater certainty includes the West Pogo, Chisna, Terra and LMS Projects;
Sample 1
Spin-Off Alaska Assets means, collectively, the interest of Talon Alaska in the assets and mineral properties to be transferred to Raven Gold under the Alaska Purchase Agreement, including the Spin-Off Alaska Properties, certain underlying agreements through which the Spin-Off Alaska Properties are held, data related to the Spin-Off Alaska Properties, the Royalty, and certain service agreements, physical assets and permits related to the Spin-Off Alaska Properties.
Sample 1

Examples of Spin-Off Alaska Assets in a sentence

  • In connection with the Arrangement, Talon Alaska and Raven Gold have entered into the Alaska Purchase Agreement, pursuant to which Talon Alaska has agreed, among other things, to transfer the Spin-Off Alaska Assets to Raven Gold for the purchase price of $8.5 million.

Related to Spin-Off Alaska Assets

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Spin-Off Date means the date on which the Spin-Off occurs.

  • Spin-Off Transaction means a distribution by the Company to its shareholders of all or any portion of the securities of any Subsidiary of the Company.

  • Spin-Off Documents means the Separation and Distribution Agreement, the Indemnity Agreement, the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Intellectual Property Agreement and the Trademark License Agreement and the documents evidencing Indebtedness in respect of the Distribution Date Payment and the Post-Distribution Debt Payment, together with any other agreements, instruments or other documents entered into in connection with any of the foregoing, each as amended from time to time.

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

  • Company IT Assets means all Software, systems, serves, computers, hardware, firmware, middleware, networks, data communications lines, routers, hubs, switches and all other information technology equipment, and all associated documentation owned by or licensed, pursuant to a valid and enforceable license agreements, to the Company and its Subsidiaries.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

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

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiaries.

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

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

  • Spin-Off shall have the meaning specified in Section 14.04(c).

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

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

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

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

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

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Assets includes present and future properties, revenues and rights of every description;

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

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

  • Restricted Assets means all licenses, permits, franchises, approvals or other authorizations from any Governmental Authority from time to time granted to or otherwise held by the Company to the extent the same constitute “Excluded Assets” under (and as defined in) the Senior Lien Documents or the Junior Lien Documents or are similarly carved out from the granting clause or the collateral thereunder.

  • Assumed Debt has the meaning set forth in Section 2.2.

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