Retained Interests. Each party retains all right, title and interest in and to all of its patents, patent applications, know-how and other intellectual property except to the extent expressly granted to the other party, under this Agreement, the Stock Purchase Agreement or the Ancillary Agreements. For the avoidance of doubt, Chiron grants no rights or interests to CDC or its Affiliates in or to any patents, patent applications, Know-How or other intellectual property ("Chiron Intellectual Property"), except Chiron Intellectual Property which is related to the continued conduct of the Business, including Chiron Intellectual Property that covers Products or Products in Development, but excluding Chiron Intellectual Property which does not cover Products or Products in Development and may cover Future Products.
Retained Interests. In connection with any Unconverted Accounts Sale, Whole Loan Sale or Securitization, Lender and Borrower agree that the "RETAINED INTEREST" shall be the difference, if any, between the present fair market value of the Assets being sold (or otherwise transferred) and the advance rate, or the sale price, as the case may be, received by Borrower in connection therewith. The Retained Interest shall be used to determine the Lender's Residual and the Borrower's Residual with respect to the Assets being sold (or otherwise transferred).
Retained Interests. (a) Upon the contribution of the Transferred Interests to Buyer at the First Closing, the Sellers holding the Retained Interests (the "Retained Partners") and Buyer (and any other party designated by Buyer to hold an interest in the Partnership) shall enter into an amended and restated limited partnership agreement (the "Amended Partnership Agreement') for the Partnership containing such terms and conditions as are mutually agreeable to Buyer and the Retained Partners. The Amended Partnership Agreement shall provide that (i) Buyer (or Buyer's designee) is the general partner of the Partnership and shall have exclusive authority to manage the Property and the Partnership, including without limitation the expenditure of Partnership funds and the distribution of cash flow, (ii) the Retained Partners shall be limited partners and shall have no personal liability for any debts, obligations or claims of the Partnership, and (iii) the Retained Partners shall, in the aggregate, have a capital interest in the Partnership equal to 11% of the aggregate capital of the Partnership (which aggregate capital of the Partnership shall equal the Net Purchase Price), and (iv) the Retained Partners shall be entitled to a cumulative eleven (11%) priority return on his capital interest in the Partnership (the "Priority Return"). The Retained Partners shall retain full right, title and interest in and to the Retained Interests until the Second Closing and shall not transfer or hypothecate the Retained Interests without the prior written consent of the Buyer.
(b) At the Second Closing, the Retained Partners will contribute the Retained Interests to Buyer and, in exchange therefor, Buyer shall pay to the Retained Partners an amount equal to 11% times the Net Purchase Price of the Property. If, as of the Second Closing, the Retained Partners have not received the full amount of the Priority Return accrued through the Second Closing Date, Buyer shall take such actions as may be required to cause the Partnership to pay to the Retained Partners the unpaid amount of the Priority Return accrued through the Second Closing (including contributing or advancing such funds to the Partnership if necessary).
(c) At the Second Closing, the Retained Partner's shall (i) execute, acknowledge and deliver to Buyer substantially the same documents set forth in Section 11(a) and (b) above with respect to the Retained Interests, each dated as of the date of the Second Closing and (ii) execute an affidav...
Retained Interests. The Retained Interests are the only material assets or interests held by Target other than its interests in the Target Subsidiaries. The Retained Interests are held by Target free and clear of all Liens of any nature or kind whatsoever held by third parties, other than the counterparties to the Material Contracts governing the Xxxxxxx Lake Project and the Xxxx Lake Project and the payors of certain royalties as set out in Schedule H, except as disclosed in Schedule 3.1(u) of the Target Disclosure Schedule.
Retained Interests. The interests in the Four Corners Project retained by New Mexico after the closing of the New Mexico – NTEC PSA, as specified in Article 7 of the Co-Tenancy Agreement and Article 17 of the Operating Agreement.
Retained Interests. 9 Section 6. Satisfaction of Conditions to Initial Execution and Delivery of Trust Certificates.................................. 9 Section 7. Distributions................................................... 9 Section 8. Trustee's Fees..................................................10 Section 9.
Retained Interests. (a) The Trust Property of each Trust does not include the Retained Interests. The transfer and exchange of the Retained Interests shall be administered by the Trustee on behalf of the Depositor.
(b) The Class A Retained Interest will be uncertificated and shall be as described in Schedule V attached hereto. The Class A Retained Interest will be retained by the Depositor and may be transferred by the Depositor or a Retained Interestholder to another party in accordance with the provisions of Section 11 hereof at the sole option of the Depositor or the Retained Interestholder, as applicable, without the consent of the Certificateholders or any other party. The beneficial ownership interest in the Class A Retained Interest will be recorded on the records of the Trustee. Notwithstanding any other provision of this Trust Agreement, the Trustee shall not agree to any amendment or modification of this Trust Agreement (including the Standard Terms) which would adversely affect in any material respect the holder of a Class A Retained Interest without the consent of such holder.
(c) The Class B Retained Interest will be uncertificated and shall be as described in Schedule VI attached hereto. The Class B Retained Interest will be retained by the Depositor and may be transferred by the Depositor or a Retained Interestholder to another party in accordance with the provisions of Section 11 hereof at the sole option of the Depositor or the Retained Interestholder, as applicable, without the consent of the Certificateholders or any other party. The beneficial ownership interest in the Class B Retained Interest will be recorded on the records of the Trustee. Notwithstanding any other provision of this Trust Agreement, the Trustee shall not agree to any amendment or modification of this Trust Agreement (including the Standard Terms) which would adversely affect in any material respect the holder of a Class B Retained Interest without the consent of such holder.
Retained Interests. All rights, title and interests not transferred or assigned at the Closing under the APA or this Agreement are reserved by Arrow, including but not limited to (i) all right, title and interest in the Arrow Trademarks, (ii) all right, title and interest in the Shared Technology and Shared IPR solely with respect to the Arrow Exclusive Field of Use, and (iii) a joint and undivided co-ownership right, title and interest in the Shared Technology and Shared IPR in the Nonexclusive Field of Use.
Retained Interests. Notwithstanding anything to the contrary in this Agreement and/or any other Transaction Document, the Purchased Assets shall not include any right, title, or interest in, to, or under any of assets, or any portion thereof, related to or associated with CL&P Facilities and/or other assets (including the Reserved Assets) and/or rights (including the Reserved Rights and the rights relating to Additional Installations) retained by Seller (collectively, the "Retained Interests"), and nothing herein and/or in any of the other Transaction Documents shall transfer or otherwise convey, in whole or in part, any rights beyond those required for the ownership, operation and maintenance of the Purchased Assets and their operation as electric transmission facilities interconnected with the regional transmission grid administered by ISO-NE. All Retained Interests shall remain in full force and effect for the benefit of Seller, and shall be neither assigned to, nor assumed by, Buyer. The provisions of this Section 7.4 shall survive until the termination of this Agreement after the Closing pursuant to Section 7.7(d).
Retained Interests. Notwithstanding anything in this Agreement to the contrary, any interest assigned pursuant to this Agreement by Assignor Lender to Assignee Lender shall not include any Retained Interests and such Retained Interests are not being sold or assigned hereunder by the Assignor Lender to the Assignee Lender. For purposes herein, “Retained Interests” means, with respect to such assigned interests, the following interest, rights and obligations in such assigned interests and under the Credit Agreement and the Note(s): (a) all of the obligations, if any, to provide additional funding with respect to such assigned interests or any other revolving commitment; and (b) any unused line fees associated with the additional funding obligations that are being retained in accordance with clause (a) above.]1
