Asset Co Assets definition

Asset Co Assets means all of the Group’s interests in Harbour Energy, Jamalco, Noble Plantations and the Vessels.
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Asset Co Assets means those assets of the Group or (following the Restructuring Effective Date) New Noble Group as agreed between the Ad Hoc Group and the Company which comprise the Group’s (or following the Restructuring Effective Date, the New Noble Group’s) legal title to and/or the full economic benefits of Harbour Energy, Jamalco, Noble Plantations and the Vessels.
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Examples of Asset Co Assets in a sentence

  • Upon completion of the proposed Disposal, the Target Assets will be wholly-owned by New Noble and will include: (a) the Asset Co Assets, which will be held either: (i) directly or indirectly by Asset Co; or (ii) directly or indirectly by Trading Co subject to the arrangements to be agreed in connection with the Business Separation as described in Appendix J of this Circular; and (b) the Core Business, held by Trading Co as a subsidiary of New Noble.

  • Other than with respect to any fees which it is agreed between the Company and the Ad Hoc Group prior to the Restructuring Effective Date should be paid by Asset Co to Trading Co, Trading Co will not have any economic interest in the Asset Co Assets.

  • It is intended that the Company should implement the Business Separation in a tax efficient manner and that following the implementation of the Business Separation, there should be an effective ring-fencing of the Asset Co Assets within the Asset Co Group.

  • Other than with respect to any fees for services and amounts owing under working capital facilities provided by the Trading Co Group to the Asset Co Group which it is agreed between the Company and the Ad Hoc Group prior to the Restructuring Effective Date should be paid by the Asset Co Group to the Trading Co Group, the Trading Co Group will have no economic interest in the Asset Co Assets.

  • Denomina formação discursiva “aquilo que, numa formação ideológica dada, isto é, a partir de uma posição dada numa conjuntura dada, (...) determina o que pode e deve ser dito.” (p.160).

  • ASSET CO ASSETS Terms used but not defined in this Schedule 1 (Asset Co Assets) are as defined in the Business Separation Documents.

  • The Asset Co Assets, except for Harbour, act as security for the bonds and preference shares issued by the Company as part of the Scheme.

  • The Asset Co Consideration was arrived at and agreed by the Company, KOM, FELS Offshore Pte Ltd, Keppel FELS Limited, KHPL, Asset Co, Kyanite and Baluran Limited (collectively, the "Asset Co Framework Agreement Parties") based on the carrying value of the Identified Asset Co Assets and the Asset Co Intercompany Loans in the audited consolidated financial statements of KOM and its subsidiaries for the financial year ended 31 December 2021 (the "KOM Audited FY2021 Financial Statements").

  • It is intended that all Asset Co Assets, including any rights that any member of the Asset Co Group has against any member of the Trading Co Group shall be subject to security granted by the Asset Co Group in connection with the New Asset Co Bonds.

  • It is intended that the Company should implement the Business Separation in a tax efficient manner and that following the implementation of the Business Separation, there should be an effective ring- fencing of the Asset Co Assets for the benefit of the Asset Co Group.

Related to Asset Co Assets

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

  • Foreign Asset Sale shall have the meaning provided in Section 5.2(i).

  • Foreign Assets means any of the Portfolios’ investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios’ transactions in such investments.

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

  • Portfolio Assets means the portion of the net assets of the Fund managed by the Sub-Adviser pursuant to the following investment strategy as agreed to by the Adviser and the Sub-Adviser in a separately negotiated investment mandate: Emerging Markets (each a “Strategy”).

  • Foreign Asset Control Regulations has the meaning set forth in Section 10.18.

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

  • Foreign Assets Control Regulations has the meaning set forth in Section 10.18.

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

  • 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.

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

  • 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;

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • 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.

  • Company Real Property means the Company Owned Real Property and the Company Leased Real Property.

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

  • 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.

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

  • Excluded Equity Interests means (a) any Equity Interests with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the cost or other consequences of pledging such Equity Interests in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom, (b) solely in the case of any pledge of Equity Interests of any Foreign Subsidiary or FSHCO (in each case, that is owned directly by the Borrower or a Guarantor) to secure the Obligations, any Equity Interest that is Voting Stock of such Foreign Subsidiary or FSHCO in excess of 65% of the Voting Stock of such Subsidiary, (c) any Equity Interests to the extent the pledge thereof would be prohibited by any Requirement of Law, (d) in the case of (i) any Equity Interests of any Subsidiary to the extent the pledge of such Equity Interests is prohibited by Contractual Requirements existing on the Closing Date or at the time such Subsidiary is acquired (provided that such Contractual Requirements have not been entered into in contemplation of such Subsidiary being acquired), or (ii) any Equity Interests of any Subsidiary that is not a Wholly owned Subsidiary at the time such Subsidiary becomes a Subsidiary, any Equity Interests of each such Subsidiary described in clause (i) or (ii) to the extent (A) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable Requirements of Law), (B) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (B) shall not apply if (1) such other party is a Credit Party or a Wholly owned Subsidiary or (2) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent)) and only for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (C) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or a Wholly owned Subsidiary) to any Contractual Requirement governing such Equity Interests the right to terminate its obligations thereunder (other than customary non-assignment provisions that are ineffective under the Uniform Commercial Code or other applicable Requirement of Law), (e) the Equity Interests of any Immaterial Subsidiary (unless a security interest in the Equity Interests of such Subsidiary may be perfected by filing an “all assets” UCC financing statement) and any Unrestricted Subsidiary, (f) the Equity Interests of any Subsidiary of a Foreign Subsidiary or FSHCO, (g) any Equity Interests of any Subsidiary to the extent that the pledge of such Equity Interests would result in material adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower, (h) any Equity Interests set forth on Schedule 1.1(b) which have been identified on or prior to the Closing Date in writing to the Administrative Agent by an Authorized Officer of the Borrower and agreed to by the Administrative Agent and (i) Margin Stock.

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

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

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

  • Excluded Properties the collective reference to the fee or leasehold interest in real properties owned by the Parent Borrower or any of its Subsidiaries not described in Schedule 5.8.

  • 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 and Properties of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person, including without limitation cash, cash equivalents, Investment Assets, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, real estate, equipment, inventory, goods and Intellectual Property.