Designated Assets. The assets, properties, rights and/or interests, owned, used, occupied or held by or for the benefit of such Asset Seller that are listed on Schedule 1.2 as not being included within, or constituting a part of, the Acquired Assets (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 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 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. 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. 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 assetsand 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)
Designated Assets. With respect to each proposed Transaction for which the Purchase Price-Incremental for a Designated Asset will be funded, (x) no Disqualification Event shall have occurred and is continuing, and (y) the Purchase Price-Base shall be fully drawn and Purchase Price for such Designated Asset shall be increased by an amount at least equal to the Minimum Purchase Price-Incremental but shall not exceed the Maximum Purchase Price-Incremental.
Designated Assets. Alkermes shall have the right to designate certain of the Excluded Assets owned by EDDI as Business Assets (the “Designated Assets”) to be included in the Reorganization Transfers and included in the Business Assets at the Closing, in which case Elan shall and shall cause its Subsidiaries to take all necessary steps to include such Designated Assets in the Reorganization Transfers and in the Business Assets as of the Closing.
