Substantial Assets definition

Substantial Assets means assets sold or otherwise disposed of in a single transaction or a series of related transactions representing 25% or more of the consolidated assets of the Borrower and its Consolidated Subsidiaries, taken as a whole.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Substantial Assets means assets sold or otherwise disposed of in a single transaction or a series of related transactions representing 25% or more of the consolidated assets of the Company and its Consolidated Subsidiaries, taken as a whole.

Substantial Assets means assets (other than Duke Energy International, Inc., Duke Energy North America, LLC and Crescent Resources, LLC) sold or otherwise disposed of in a single transaction or a series of related transactions representing 25% or more of the consolidated assets of the Borrower and its Consolidated Subsidiaries, taken as a whole.

Examples of Substantial Assets in a sentence

• Such Borrower will not (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly, Substantial Assets to any Person (other than a Subsidiary of such Borrower); provided that such Borrower may merge with another Person if such Borrower is the Person surviving such merger and, after giving effect thereto, no Default shall have occurred and be continuing.

• The Borrower will not (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly, Substantial Assets to any Person (other than a Subsidiary of the Borrower); provided that the Borrower may merge with another Person if the Borrower is the Person surviving such merger and, after giving effect thereto, no Default shall have occurred and be continuing.

• For purposes of the preceding Change in Ownership, Change in Effective Control and Change in Ownership of Substantial Assets, persons are considered to be acting as a group when such persons are owners of an entity that enters into a merger, consolidation, purchase or acquisition of stock, or a similar business transaction with the Company.

• The Borrower will not (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly, Substantial Assets to any Person (other than a Subsidiary); provided that the Borrower may merge with another Person if the Borrower is the corporation surviving such merger and, after giving effect thereto, no Default shall have occurred and be continuing.

• The Borrower will not (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly, Substantial Assets to any Person (other than a Subsidiary); provided that the Borrower may merge with another Person if the Borrower is the entity surviving such merger and, after giving effect thereto, no Default shall have occurred and be continuing.

More Definitions of Substantial Assets

Substantial Assets has the meaning set forth in Section 9.04(d).

Substantial Assets means assets having a fair market value that, or assets to be acquired for a consideration that, equals or exceeds 10% of the amount of the Consolidated Tangible Net Assets of the Company, as reflected on the most recent audited consolidated balance sheet of the Company existing at the time the Board makes the determination whether or not to approve, adopt or authorize the Significant Transaction involved. The term "Consolidated Tangible Net Assets" means, as of any date of determination, the amount of total assets on a consolidated balance sheet of the Company, determined in accordance with generally accepted accounting principles in the United States as in effect from time to time consistently applied ("GAAP"), less the sum of the amounts of all intangible assets determined in accordance with GAAP.

Substantial Assets means assets valued in excess of $50,000.

Substantial Assets means assets having a gross fair market value in excess of, or assets to be acquired for consideration in excess of, 10% of the Consolidated Total Capitalization of the Company and its subsidiaries, as reflected on the consolidated balance sheet of the Company and its subsidiaries as at the end of the last full fiscal quarter prior to the date such determination is made.

Substantial Assets means, as of the date of any determination thereof, assets (other than Excluded Assets as of such date) which, together with all other assets sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries (other than pursuant to clause (ii), (iii), (iv), (v) or (vi) of paragraph 6C(5) and other than Excluded Assets as of such date) during either applicable period referred to below and the assets of all Restricted Subsidiaries all shares of the stock of which shall have been sold by the Company and its Restricted Subsidiaries during such applicable period as permitted by paragraph 6C(4) constitute (taken at the amount described below) more than the applicable percentage for such applicable period of Consolidated Net Tangible Assets computed as at the end of the fiscal quarter most recently ended prior to such date. For the purpose of the preceding sentence there shall be two applicable periods with respect to any date of determination: one such period shall be the period of twelve months preceding such date, for which the applicable percentage shall be 5%, and the other period shall be the period from and including the Closing Date to such date, for which the applicable percentage shall be 20%. Assets sold or otherwise disposed of shall in each case be taken at the book value thereof as shown on the books of the Company and its Restricted Subsidiaries on the date of the sale or disposition thereof net of any depreciation or other assets reserves allocable to such asset less the amount (not greater than such net book value) of any liability or Debt of the Company or any Restricted Subsidiary assumed by the Person acquiring such asset. "EXCLUDED ASSETS" shall mean, as of the date of any determination thereof, assets the proceeds of the sale or other disposition of which shall have been used or shall, within six months after the date of the closing of such sale or other disposition be used, to acquire assets to be used in the same business of the Company or any Restricted Subsidiary as the assets sold or disposed of, or, within twelve months after the date of such closing, be applied to the construction and related costs of newly constructed facilities to be used in the same business of the Company or any Restricted Subsidiary as the assets sold or disposed of, PROVIDED that (i) the assets which are Excluded Assets sold or disposed of on such date and during the period of twelve months preceding such date shall not in the aggregate consti...

Substantial Assets means, with respect to Merger Sub, a substantial portion of the intellectual property and/or physical assets of Merger Sub and/or Merger Sub's (1) ▇▇▇▇▇▇▇▇.▇▇▇ business, (2) the ▇▇▇▇▇▇▇▇▇▇.▇▇▇ business or (3) the ▇▇▇▇▇▇▇▇▇▇.▇▇▇ business.

Substantial Assets means all assets that collectively comprise all or substantially all of the assets, property or undertaking of any Obligor that are sold pursuant to a Substantial Asset Sale Agreement.