Unrelated Assets definition

Unrelated Assets shall have the meaning set forth in Section 2.10(a).
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Unrelated Assets has the meaning set forth in Section 2.4.
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Unrelated Assets means any and all assets, including without limitation real estate, personal property, intellectual property rights, shares and any interest in or right with respect to any of the foregoing, whether arising by contract, operation of law or otherwise, other than those assets held in connection with, or derived from, the Business.
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Examples of Unrelated Assets in a sentence

  • Notwithstanding the foregoing, the Owners and the Companies shall be permitted to (a) complete the Unrelated Assets Transfer and Recapitalization as contemplated by this Agreement or (b) otherwise sell or dispose of the Unrelated Assets.

  • The Purchaser further acknowledges that the Unrelated Assets may be transferred to affiliates of the Seller.

  • To the extent not specifically included in the Unrelated Assets and Liabilities, Parent shall be responsible for and shall fully indemnify the Purchaser for any (a) product warranty or product liability claims arising from non-EHP Business products and (b) all Employment Costs and Employment Liabilities related to, and any claims against any Transferred Subsidiaries made by, any former employees of the Transferred Subsidiaries who are transferred pursuant to the Secondary Transfers.

  • At least five (5) days prior to the Closing Date, the Owners will prepare and deliver to Shurgard pro forma balance sheets for the Companies as of the Closing Date (the “Preliminary Closing Balance Sheets”) showing the amounts estimated for all assets and liabilities of the Business as of the Closing Date after giving effect to the Unrelated Assets Transfer, the payment in full of the Indebtedness (other than the Permitted Indebtedness), the receipt of the Contribution Notes and the Recapitalization.

  • No regulatory approval in any relevant jurisdiction was required in respect of this transaction.Following completion of Step 1, the holding of Aricom no longer included the Unrelated Assets, and the outstanding inter-company liabilities owed to Aricom from the companies in the Retained Group had been repaid.

  • The Unrelated Assets, subject to the provisions of Section 3.7, provided that such Unrelated Assets may not be acquired by Purchaser prior to the end of the Option Period, as it may be extended pursuant to Section 3.7.

  • The Unrelated Assets include a building in Jakarta, Indonesia, and several automobiles kept in Jakarta.

  • Prior to Closing and subject to Section 3.6 hereof, Seller may (but shall not be required to) cause the Company and/or the Subsidiary to sell, assign or otherwise transfer to any third party, and upon such terms and conditions as Seller shall in its discretion determine, any Unrelated Assets, provided that the terms of any such sale, assignment or transfer shall not result in or give rise to any liability on the part of the Company or the Subsidiary after Closing.

  • The Purchaser hereby agrees and acknowledges that the Company shall dispose of, or has disposed of, the Unrelated Assets prior to and, with respect to the building in Jakarta, after the Closing, and that the Unrelated Assets and all proceeds received from the disposal of such Unrelated Assets shall be the property of the Seller and not of the Company.

  • The Purchaser acknowledges that, after the reorganization and the disposal of the Unrelated Assets, the Company shall, therefore, own the Land and various Permits, licenses and other intangible assets related to the proposed development of a wheat mill facility on the Land, but that it will not otherwise own any real or personal assets.


More Definitions of Unrelated Assets

Unrelated Assets has the meaning set forth in Section 2.02(h) hereof.
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Unrelated Assets means all property and assets presently owned or hereafter acquired or held by Lessor in conjunction with contracts and agreements having no connection, directly or indirectly, with the Project or the transactions contemplated by this Lease.
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Unrelated Assets means assets acquired by CSH or CS Inc. on or after the Effective Date (other than any assets acquired in the ordinary course of CS Inc.'s business) that are (i) unrelated to the Acquired Assets, Leased Properties or the related business and (ii) acquired by means of exchange, contribution or transfer to CSH or CS Inc. by any shareholder thereof (including by way of merger).
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Unrelated Assets means assets acquired by Fiberite after the closing of the Stock Purchase Agreement from third parties (i) that are unrelated to, and are not acquired by or for or with funds of, the Acquired Businesses or the Excluded Business and (ii) the acquisition of which is funded solely by Stamford.
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Unrelated Assets shall have the meaning set forth in Section 3.7 hereof.
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Related to Unrelated Assets

  • 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.

  • 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.

  • Receivables Related Assets means accounts receivable, instruments, chattel paper, obligations, general intangibles and other similar assets, in each case relating to receivables subject to the Permitted Receivables Facility, including interests in merchandise or goods, the sale or lease of which gave rise to such receivables, related contractual rights, guaranties, insurance proceeds, collections and proceeds of all of the foregoing.

  • 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.

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

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

  • 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).

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

  • Invested Assets means cash, Cash Equivalents, short term investments, investments held for sale and any other assets which are treated as investments under GAAP.

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

  • Permitted Receivables Related Assets means any other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving receivables similar to Receivables and any collections or proceeds of any of the foregoing.

  • Qualified Assets means any of the following assets: (i) interests, rights, options, warrants or convertible or exchangeable securities of the Partnership; (ii) Debt issued by the Partnership or any Subsidiary thereof in connection with the incurrence of Funding Debt; (iii) equity interests in Qualified REIT Subsidiaries and limited liability companies (or other entities disregarded from their sole owner for U.S. federal income tax purposes, including wholly owned grantor trusts) whose assets consist solely of Qualified Assets; (iv) up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Partnership; (v) cash held for payment of administrative expenses or pending distribution to security holders of the General Partner or any wholly owned Subsidiary thereof or pending contribution to the Partnership; and (vi) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Partnership and its Subsidiaries.

  • Unrelated (whether capitalized or not) means not “Related”, within the meaning of that term.

  • Receivables and Related Assets means any account receivable (whether now existing or arising thereafter) of the Company or any Restricted Subsidiary, and any assets related thereto including all collateral securing such accounts receivable, all contracts and contract rights and all Guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interest are customarily granted in connection with asset securitization transaction involving accounts receivable.

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.

  • 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.

  • Excluded Asset means any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

  • Connection Assets means that portion of the distribution system used to connect a customer to the existing main distribution system, and consists of the assets between the point of connection on a distributor’s main distribution system and the ownership demarcation point with that customer;

  • 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.

  • Real Estate-Related Assets means any investments by the Company or the Operating Partnership in Mortgages and Real Estate-Related Securities.

  • Unrelated Amounts means (a) amounts deposited by the Servicer into the Collection Account but later determined by the Servicer to be mistaken or returned deposits or postings, (b) amounts deposited by the Servicer into the Collection Account as Collections but which were later determined by the Servicer to not constitute Collections with respect to the Receivables and (c) amounts received by the Servicer with respect to a Receivable that the Servicer is prohibited from depositing into the Collection Account or otherwise remitting to the Issuer by law or court order, the direction of a regulatory authority or regulatory guidance.

  • Specified Asset Sale has the meaning specified in Section 2.05(b)(vi).

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

  • 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: