Meridian Assets definition

Meridian Assets means all of the Assets of Meridian, including without limitation the right to use the name "Meridian" and all variations thereof, other than the Excluded Assets. For purposes of this Agreement, the term "Excluded Assets" shall mean the following Assets:
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Meridian Assets the Partnership Interest.
Sample 1

Examples of Meridian Assets in a sentence

  • ATS acknowledges that prior to the date of this Agreement, Meridian engaged in discussion with certain other parties relating to the possibility of acquiring the Meridian Assets and the Meridian Business.

  • From and after the Closing, Meridian shall not, without the prior written consent of ATS, disclose any information remaining in its possession with respect to the Meridian Assets or the Meridian Business or to which it may have access in accordance with the provisions of the following paragraph, and no such information shall be used for any purposes, other than in connection with the Transactions or to the extent required by Applicable Law, except as otherwise provided in the following paragraph.

  • Except as set forth in Section 3.8 of the Meridian Disclosure Schedule, to Meridian's knowledge, no Intangible Assets (except Governmental Authorizations and Private Authorizations and the Intangible Assets so set forth) are required for the ownership or operation of the Meridian Assets or the conduct of the Meridian Business substantially as currently owned, operated and conducted or proposed to be owned, operated and conducted on or prior to the Closing Date.

  • To Meridian's knowledge, Meridian has obtained all Private Authorizations (other than those with respect to the New Sites) with respect to the ownership or operation of the Meridian Assets or the conduct of the Meridian Business as currently conducted which, if not obtained and maintained, could, individually or in the aggregate, Materially Adversely Affect Meridian.

  • For purposes of this Agreement, the term "Meridian Assets" shall mean all of the Assets of Meridian, including without limitation the right to use the name "Meridian" and all variations thereof, other than the Excluded Assets.

  • Section 3.6 of the Meridian -------------------------------------- Disclosure Schedule sets forth a true, accurate and complete list and description of each Private Authorization (other than those with respect to the New Sites) which individually is Material to the Meridian Assets or the Meridian Business, all of which are, to Meridian's current actual knowledge, in full force and effect.

  • All California and other sales --------------------------------- and/or use Taxes, documentary or governmental transfer Taxes, recording fees, or other comparable charges levied by any Authority in connection with the purchase and sale of the Meridian Assets and the Meridian Business contemplated hereby, and all Xxxx-Xxxxx-Xxxxxx filing fees, shall be borne equally by Meridian and ATS.

  • Subject to the terms and conditions set ------------------------- forth in this Agreement, Meridian hereby agrees to sell, assign, transfer and deliver to ATS at the Closing, and ATS agrees to purchase at the Closing, the Meridian Assets and the Meridian Business, free and clear of any Liens of any nature whatsoever except for Permitted Liens.

  • Section 3.8 of the Meridian Disclosure Schedule ----------------- sets forth a true, accurate and complete description of all Intangible Assets (other than Governmental Authorizations) relating to the ownership and operation of the Meridian Assets or the conduct of the Meridian Business held or used by Meridian, including without limitation the nature of Meridian's interest in each and the extent to which the same have been duly registered in the offices as indicated therein.

  • Prior to the execution of this Agreement, ------------------------- Meridian has, at its sole cost and expense, delivered or caused to be delivered to ATS a standard preliminary title report dated as of a recent date issued by one or more title companies authorized to do business in the State of California (the "Title Company") with respect to those Meridian Assets comprised of the parcels of real property described in Section 5.7 of the Meridian Disclosure Schedule (the "Insured Real Property").

Related to Meridian Assets

  • Loan Assets means, collectively and as applicable, the Initial Loan Assets, the Substitute Loan Assets and the Additional Loan Assets, as applicable.

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

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

  • 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.

  • 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.

  • Receivables and Related Assets means Receivables and any instruments, documents, chattel paper, obligations, general intangibles and other similar assets, in each case, relating to such Receivables.

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

  • Assigned Assets refers to the Technology, all Derivatives, all Intellectual Property Rights, all Embodiments and Business Assets, collectively.

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

  • 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”).

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

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

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

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

  • 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;

  • Seller Affiliate means any Affiliate of Seller.

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

  • Student means a person, other than a person in receipt of a training allowance, who is attending or undertaking—

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

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • 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.

  • 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, and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person.

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

  • Mortgage Assets The Mortgage Loans to be included in the Trust Fund are as described in Annex A hereto.

  • Project Assets means all physical and other assets relating to and forming part of the Site including: