Transferred Group Assets definition

Transferred Group Assets means the assets, properties, rights or interests (in each case, tangible or intangible) of the Transferred Group.
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Transferred Group Assets has the meaning set forth in Section 4.5.
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Examples of Transferred Group Assets in a sentence

  • A member of the Transferred Group has good and valid title to, a valid leasehold interest in or a valid license to use all of the material tangible personal property included in Transferred Group Assets, free and clear of all Liens other than Permitted Liens.

  • The Transferred Assets and the Transferred Group Assets, together with the services to be provided under the Transition Services Agreement to be entered into upon Closing, and other than any wholesaler agreements which may be required, will constitute all assets and rights necessary for the conduct of the Business immediately following the Closing in all material respects as conducted by Seller Parent and its Subsidiaries as at the date hereof and as of the Closing.

Related to Transferred Group Assets

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

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

  • 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.

  • Transferred Property shall have the meaning specified in Section 2.1(a) hereof.

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

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

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

  • Transferred Interests has the meaning set forth in the Recitals.

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

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Group Business Entity means;

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

  • Transferred Entities means the entities set forth on Schedule 1.9.

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

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

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

  • Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.

  • Transferred Real Property shall have the meaning set forth in Section 1.2(a)(vii).

  • Retained Group means the Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (except members of the Group);

  • Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.

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

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

  • Domestic business entity means a business entity organized under the laws of this state, including but not limited to a limited liability company as defined in section 489.102; a corporation organized pursuant to chapter 490; a nonprofit corporation organized under chapter 504; a partnership, limited partnership, limited liability partnership, or limited liability limited partnership as provided in chapter 486A or 488; or a cooperative association or other cooperative organized under this chapter or chapter 497, 498, 499, or 501.

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

  • 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;