U.S. Contributed Assets definition

U.S. Contributed Assets means the Owned Real Property and the U.S. Acquired Assets.
Sample 1
U.S. Contributed Assets means all Purchased Assets which, immediately prior to the Closing, are held by Seller, the receivable relating to the shareholder loan to GSI, the Purchased Assets specified in Section 2.02(s) and such other Purchased Assets as Buyer and Seller may mutually agree pursuant to Section 2.09(c) not less than five (5) Business Days prior to the Closing Date.
Sample 1

Examples of U.S. Contributed Assets in a sentence

  • To the extent that Seller’s “aggregate adjusted bases” in the U.S. Contributed Assets exceeds the “fair market value” of the U.S. Contributed Assets immediately after the transactions contemplated by this Agreement (each within the meaning of Section 362(e)(2)(A)(ii) of the Code), Seller and Addivant Holdings each agree to make a joint election pursuant to Section 362(e)(2)(C) of the Code to apply the limitation in Section 362(e)(2)(A) of the Code to Seller’s tax basis in the Preferred Stock.

  • Buyer shall use such Services for substantially the same purposes and in substantially the same manner as the Companies and U.S. Seller and Mexico Seller in connection with the U.S. Contributed Assets and Mexico Assets had used such Services prior to the date hereof, subject to changes necessary or appropriate based on ordinary course organic expansion of the Business and post-Closing separation and migration activities.

  • Except as expressly provided in Article II and in the Purchase Agreement, U.S. Seller makes no representations, warranties or guarantees, either express or implied, with respect to the U.S. Contributed Assets or any other subject matter of this Contribution Agreement, and U.S. Seller disclaims and waives any implied warranties or warranties imposed by law, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Related to U.S. Contributed Assets

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

  • Contributed Property means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash, contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.5(d), such property shall no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.

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

  • 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.

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

  • Contributed Interests has the meaning set forth in the recitals.

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

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

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

  • 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.

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

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

  • 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.

  • Transferred Real Property has the meaning set forth in Section 1.1(p).

  • of any Contributed Property means the fair market value of such property or other consideration at the time of contribution as determined by the General Partner using such reasonable method of valuation as it may adopt. The General Partner shall, in its discretion, use such method as it deems reasonable and appropriate to allocate the aggregate Agreed Value of Contributed Properties contributed to the Partnership in a single or integrated transaction among each separate property on a basis proportional to the fair market value of each Contributed Property.

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

  • Contributed Capital at any time, the aggregate amount which shall theretofore have been received by the Borrower as a contribution to its capital or as consideration for the issuance of partnership interests in the Borrower; Contributed Capital shall in any event exclude the proceeds of any Specified Affiliate Debt and any Restricted Equity.

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

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

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

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

  • Initial Properties means collectively the Properties listed on Schedule 1.1 and “Initial Property” means any of such Properties.

  • Unimproved Real Property means Property in which the Company has an equity interest that was not acquired for the purpose of producing rental or other operating income, that has no development or construction in process and for which no development or construction is planned, in good faith, to commence within one (1) year.

  • Gross estate means the gross estate, for federal estate tax purposes.

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

  • 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.