TCI Assets definition

TCI Assets. As defined in the Contribution Agreement. TCI Communications: TCI Communications, Inc., a Delaware corporation.
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TCI Assets means all properties, privileges, rights, interests, and claims, real and personal, tangible and intangible, of every type and description that are owned, leased, held, used, or held for use in the business or operations of the TCI Systems in which any TCI Entity has any right, title, or interest on the date of this Agreement or in which any TCI Entity acquires any right, title, or interest before the Closing, including TCI's Real Property Interests, Personal Property, Licenses, Contracts, Franchises, and Intangibles, but excluding any Excluded TCI Assets.
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Examples of TCI Assets in a sentence

  • TCI has received no notice of, nor does TCI have any Knowledge of, any deficiency, assessment or audit, or proposed deficiency, assessment or audit from any taxing Governmental Authority which could affect or result in the imposition of a Lien upon the TCI Assets.

  • This adjustment to the net fair market value of the TCI Assets is in addition to the other adjustments provided for elsewhere in this Amendment.

  • Immediately prior to closing, the TCI Parties will transfer the TCI Assets, their rights and obligations under this Agreement and their membership interests in TCI LLC to one or more Affiliates of the TCI Parties and such Affiliates will then transfer the TCI Assets and their rights and obligations under this Agreement to TCI LLC.

  • For the purpose of this Agreement, the impact of general economic conditions (including changes in capital and financial markets), governmental legislation and regulations and other events which affect the cable industry as a whole in the State of Indiana or the United States, shall not be considered in determining whether there has been a material adverse change in the business, condition, financial or otherwise or liabilities of TCI's Cable Business or any TCI System or the TCI Assets.

  • For the purpose of this Agreement, the impact of general economic conditions (including changes in capital and financial markets), governmental legislation and regulations and other events which affect the cable industry as a whole in the State of California or the United States, shall not be considered in determining whether there has been a material adverse change in the business, condition, financial or otherwise or liabilities of TCI's Cable Business or any TCI System or the TCI Assets.

  • Except as set forth on SCHEDULE 6.16, there are no franchise, construction, fidelity, performance, or other bonds, guaranties in lieu of bonds or letters of credit posted by TCI in connection with its operation or ownership of any of the TCI Systems or TCI Assets.

  • The TCI Assets are free and clear of all Liens, except (i) Permitted Liens and (ii) Liens described on Schedule 6.4, all of which Liens on Schedule 6.4 will be terminated, released or, in the case of the rights of first refusal listed on Schedule 6.4, waived, as appropriate, at or prior to the Closing.

  • Title certificates to all vehicles included among the TCI Assets, endorsed for transfer of valid and good title to the Partnership, free and clear of all Liens (other than Permitted Liens), and separate bills of sale therefor or other transfer documentation, if required by the laws of the States in which such vehicles are titled.

  • All TCI Assets consisting of TCI Owned Property, TCI Leased Property and material TCI Other Real Property Interests are described on SCHEDULES 1.58 (TCI Leased Property), 1.60 (TCI Other Real Property Interests) and 1.61 (TCI Owned Property), including address and use for each such real property interest.

  • Except as set forth on Schedule 6.16, there are no franchise, construction, fidelity, performance, or other bonds, guaranties in lieu of bonds or letters of credit posted by TCI in connection with its operation or ownership of any of the TCI Systems or TCI Assets.

Related to TCI Assets

  • 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.

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

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

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