Timco Assets definition

Timco Assets means all of the assets, whether real, personal (tangible or intangible) or mixed, owned (in fee or any lesser interest including leasehold interests) by Timco, but excluding the Excluded Assets.
Sample 1

Examples of Timco Assets in a sentence

  • Except as set forth on Schedule 4.31, at and following the Closing, the Timco Assets (a) will constitute all of the assets necessary or required to permit Timco to carry on the Timco Business in substantially the same manner as presently conducted and as conducted since December 31, 2013 by Timco and (b) other than the Excluded Assets, constitute all of the assets of Timco and its Affiliates used in the Timco Business presently and as conducted since December 31, 2013.

  • For U.S. federal income tax purposes (and for the purposes of any applicable state or local tax that follows the U.S. federal income tax treatment), the Parties agree to treat Buyer’s purchase of the Timco Interests as a purchase of the Timco Assets by Buyer and a fully taxable sale of the Timco Interests by Sellers, as described in Situation 2 of Rev.

  • Schedule 4.11 lists all material permits, licenses, certificates, authorizations and approvals granted by any Governmental Authority (each, a “Permit”) and used or held by Timco in connection with the ownership of the Timco Assets or the operation of the Timco Business (the “Scheduled Permits”), including their respective dates of issuance and expiration.

  • Except for the Debt of Timco included in the calculation of Net Debt Amount, Timco does not have any Debt, and there is no Debt related to or associated with the Timco Assets or the Timco Business.

  • The Purchase Price and any other amounts properly treated as consideration for U.S. federal income tax purposes shall be allocated among the Timco Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder.

  • Except as set forth on Schedule 4.21, there are no actions, suits or proceedings pending or, to the Knowledge of Sellers, threatened at law or in equity, or before or by any Governmental Authority or before any arbitrator of any kind, against Timco, any Seller or any of their respective Affiliates that affect or would affect the Timco Business, the Timco Assets or the consummation of the transactions contemplated by this Agreement.

  • The Scheduled Permits constitute all Permits necessary for the continued ownership and use of the Timco Assets and operation of the Timco Business consistent in all material respects with the past practices of the Timco Business since December 31, 2013.

  • All Books and Records are located at the premises of the Timco Business to which such books and records primarily relate, have been maintained in the Ordinary Course of Business substantially in accordance customary practices, and comprise all of the Books and Records relating to the ownership and operation of the Timco Business and the Timco Assets.

  • Except as set forth on Schedule 4.25(c), there are no Claims pending or threatened under any Environmental Law against Timco or any of its Affiliates or the Timco Business or the Timco Assets, and neither Timco nor any of its Affiliates has otherwise received notice from any Governmental Authority or other Person of alleged violation of, non-compliance with, or liability under, any Environmental Law with respect to the Timco Business or the Timco Assets.

  • There are no Liens (other than Permitted Liens) on any of the Timco Assets or the Timco Shares that are attributable to any Tax liability or payment obligation and, as of the Closing, there will be no such Liens on the Timco Interests.

Related to Timco Assets

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

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

  • Portfolio Assets means all Loan Assets owned by the Borrower, together with all proceeds thereof and other assets or property related thereto, including all right, title and interest of the Borrower in and to:

  • Excluded Assets has the meaning 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.

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

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

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

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

  • 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:

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

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

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

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

  • 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.

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

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • 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).

  • Combined Assets means the sum of Fund Assets and Other Assets; and

  • Excluded Equity Interests means, collectively: (i) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by Requirements of Law; (ii) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) require the consent, approval or waiver of any Governmental Authority or other third party and such consent, approval or waiver has not been obtained by Borrower following Borrower’s commercially reasonable efforts to obtain the same; (iii) any Equity Interests in any Subsidiary that is a non-Wholly-Owned Subsidiary that the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by, or would give any third party (other than Borrower or an Affiliate of Borrower) the right to terminate its obligations under, the Operating Documents or the joint venture agreement or shareholder agreement with respect to, or any other contract with such third party relating to such non-Wholly-Owned Subsidiary, including any contract evidencing Indebtedness of such non-Wholly-Owned Subsidiary (other than customary non-assignment provisions which are ineffective under Article 9 of the Code or other Requirements of Law), but only, in each case, to the extent, and for so long as such Operating Document, joint venture agreement, shareholder agreement or other contract is in effect; (iv) any Equity Interests in any other Subsidiary with respect to which, Borrower and the Collateral Agent reasonably determine by mutual agreement that the cost (including Tax costs) of granting the Collateral Agent, for the benefit of Lenders and the other Secured Parties, a security interest in and Lien upon, and pledging to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, such Equity Interests, to secure the Obligations (and any guaranty thereof) are excessive, relative to the value to be afforded to the Secured Parties thereby.

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

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

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

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

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