Designated Assets. Any of the assets, properties, rights and/or interests, owned, used, occupied or held by or for the benefit of Transferor in the operation of the Plant that are identified on Schedule 1.2(a) (Retained Property) (collectively, the "Designated Assets").
Designated Assets. Any of the assets, properties, rights and/or interests, owned, used, occupied or held by or for the benefit of Seller which are identified on Schedule 1.2(a) hereto (collectively, the “Designated Assets”);
Designated Assets. Any of the assets, properties, rights and/or ----------------- interests, owned, used, occupied or held by or for the benefit of Transferor in the operation of the Business (other than the operation of the Business at the Facilities); provided, however, that anything in this Agreement to the contrary notwithstanding, the Retained Assets shall include the Venice electric generating plant and associated electric transmission facilities;
Designated Assets. 14 (u) Inventory......................................................14 (v) Inter-Company Obligations......................................15 (w) Liens and Encumbrances.........................................15 (x) Loans and Indebtedness.........................................15 (y) Customers......................................................15 (z) Products.......................................................15 (aa) Title to Assets...............................................15
Designated Assets. It shall be the sole responsibility of TFS (A) to suitably package the Designated Assets for shipping; (B) to complete and provide all shipping documents for the Designated Assets, which shall include a list of shipped items corresponding to all the items set forth in Exhibit A; and (C) to deliver the Designated Assets with the required shipping documents to a freight forwarder designated by IDW. IDW shall bear the sole cost and risk of transferring the Designated Assets from Manila to IDW HK, which includes any taxes associated with the transfer of the Designated Assets.
Designated Assets. TFS has full authority to cause the transfer of the Designated Assets to IDW HK pursuant to this Agreement without any further consent or action being required by any other party. Upon transfer of the Designated Assets, IDW HK will own and have good and marketable title to the Designated Assets, free and clean of all debts, Liabilities, obligations, claims, liens, Security Interest and encumbrances of any kind.
Designated Assets. Pursuant to Section 2.7 of the Stock Purchase Agreement, Seagate has agreed to effectuate the Split on or before the Closing Date. Pursuant to Section 1.1 of the Stock Purchase Agreement, (i) the term "Split" is defined as the "the transfer to the Sold Subsidiaries, prior to the Closing Date, of all assets...and Liabilities of Seller and Seagate Software Holdings, Inc., other than the Designated Assets and the Designated Liabilities..." and (ii) the term "Designated Assets" is defined as "the securities set forth on Schedule II [to the Stock Purchase Agreement]". Suez, Seagate and SSHI desire to clarify, among other things, that, in addition to the securities set forth on Schedule II to the Stock Purchase Agreement, in connection with the Split, Seagate will also retain (and not transfer to the Sold Subsidiaries) (i) all of Seagate's cash on hand in excess of the Required Cash, and (ii) the capital stock of SSHI held by Seagate. On the basis of the foregoing, Suez, Seagate and SSHI hereby agree as follows:
Designated Assets. The distribution arrangement described in this Section IV.B.2 shall apply to the following (collectively, the "Designated Assets"): (A) the Stock Consideration; (B) the cash, if any, actually received by Parent on account of the exercise of Assumed Options and Assumed Warrants; and (C) any portion of the Cash Distribution withheld by Parent for the Assumed Option Amount and the Assumed Warrant Amount not required to be distributed pursuant to Section IV.B.1 above.
Designated Assets. 1. Owner shall provide to HTSO no later than the date of this Agreement the details and description of the Designated Assets in the form set out in Schedule 2.
Designated Assets. The Purchaser acknowledges that certain assets (collectively, the "Designated Assets") of the Parent that are used by the Seller in operating the Business but that are not primarily or solely related to the Business or that are not owned by Seller, are not included in the Purchased Assets being sold to the Purchaser under the terms of this Agreement. The Parties agree that the Seller shall retain its rights, obligations and liabilities with respect to such Designated Assets. The Parties agree to cooperate to determine whether an asset relating to the Business is a Purchased Asset or a Designated Asset. The Designated Assets are listed or described in Schedule 3.4 hereto.
