Title to Acquired Assets definition

Title to Acquired Assets is hereby modified by: deleting the phrase "Intangible Acquired Assets and the Acquired Intellectual Property" in their entirety in both the first and second sentences of Section 3.4.
Sample 1

Examples of Title to Acquired Assets in a sentence

  • All of the representations and warranties of the Seller (except for those contained in Section 5.1 (Organization), 5.2 (Corporate Approval) and 5.9 (Title to Acquired Assets), contained herein or in any document, certificate or other instrument required to be delivered hereunder shall survive the Closing and continue in full force and effect for 12 months following the Closing Date.

  • Title to Acquired Assets..................................................................................

  • The representations and warranties contained in this Agreement shall survive the Closing Date for a period of two (2) years; provided, however, that the representations set forth in Section 3.3 (Title to Acquired Assets) shall survive indefinitely and the representations set forth in Section 3.16 (Tax Matters) shall survive for the duration of the applicable statute of limitations (the “Survival Period”).

  • Representations, Warranties and Disclaimers of Each Seller 25 3.1. Organization 25 3.2. Authorization, Execution and Enforceability of Transactions 26 3.3. Noncontravention 26 3.4. Consents and Approvals 26 3.5. Regulation as a Utility 27 3.6. Brokers' Fees 27 3.7. Title to Acquired Assets 27 3.8. Qualified Decommissioning Funds 28 3.9. Nonqualified Decommissioning Funds 30 3.10.

  • Using resources of the Alaska Experimental Forecast Facility compare weather data taken by project buoy and NOAA West Orca Bay Buoy.

  • The Committee approved MEPC.1/Circ.863 on Recommendation on exemption of ships not normally engaged on international voyages from the requirements in chapter 4 of MARPOL Annex VI and noted in this connection the group's view that exemption provisions should be added in chapter 4 of MARPOL Annex VI, together with a form of exemption certificate.

  • Title to Acquired Assets........................................................

  • The “Fundamental Representations” shall mean the representations and warranties contained in Sections 4.1 (Organization; Authority; Enforceability), 4.5 (Solvency), 4.6 (Finders), 5.1 (Organization; Authority; Enforceability), 5.3 (Finders), 5.7 (Title to Acquired Assets), 5.12 (Taxes) and 5.15 (Solvency).

  • Since the beginning of the Current Fiscal Year, the Sellers have not received any written notice threatening any Action alleging that any Seller is in violation of any Environmental Law or Environmental Permit in respect of any Acquired Property that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.Section 6.5 Title to Acquired Assets.

  • The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its memorandum and articles of association.

Related to Title to Acquired Assets

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

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

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

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

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

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

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

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

  • 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.

  • 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;

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

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

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

  • Purchased Equipment means any equipment, including any Software, sold by BT to the Customer.

  • Specified Assets the following property and assets of such Grantor:

  • Related Assets Any assets held by a Trust the return of which is linked to one or more Underlying Securities and which, if applicable, shall be described in the related Supplement or a schedule thereto.

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).

  • Permitted Assets means any and all properties or assets that are used or useful in a Permitted Business (including Capital Stock in a Person that is a Restricted Subsidiary and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Capital Stock by the Issuer or by a Restricted Subsidiary, but excluding any other securities).

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

  • Ancillary Assets means sovereign debt in the currency of denomination of the ETP Securities with an original maturity of less than one month which is rated at least A-1 by Standard & Poor's Ratings Services, and/or P-1 by Moody's Investors Service Ltd. and/or F1 by Fitch Ratings Limited.

  • Sold Assets has the meaning set forth in Section 2.01(b).

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

  • Seller Use means fuel used for gas compression, LPG plants and LNG plants, other gas needed by Seller's facilities to furnish the requirements of Buyers, together with unaccounted for gas. This gas shall be considered included in Priority of Service Category 1. Other vital uses of Seller, such as flame stabilization requirements, will be met as long as such uses do not jeopardize service to its firm service Buyers.

  • Gross Assets means the total of fixed assets and current assets;

  • 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.

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.