Specified Assets. The “Specified Assets” means substantially all of the assets owned or held by Seller and used in the Business, including but not limited to those assets set forth below, but excluding the Excluded Assets:
Specified Assets. For purposes of this Agreement, as a result of an Exchange, Holdings shall be deemed to be entitled to a Basis Adjustment for each Specified Asset with respect to the Corporation, the amount of which Basis Adjustment shall be the excess, if any, of (i) the sum of (x) the Amount Realized by the Exchanging Member in the Exchange, to the extent attributable to such Specified Asset, plus (y) the amount of payments made pursuant to this Agreement with respect to such Exchange, to the extent attributable to such Specified Asset, over (ii) the Corporation’s share of Holdings’s Tax basis for such Specified Asset immediately after the Exchange, attributable to the Units Exchanged, determined as if (x) Holdings remains in existence as an entity for tax purposes, and (y) Holdings had not made the election provided by Section 754 of the Code. For the avoidance of doubt, the Corporation’s share of Holdings’s Tax basis for such Specified Asset that is attributable to the Units Exchanged shall be considered to be an amount of the Tax basis of the Specified Asset, without regard to any Basis Adjustment, proportionate to the ratio that the number of Units Exchanged bears to the number of outstanding Units immediately prior to such Exchange. For purposes of this Agreement, in computing the effect of the Basis Adjustment on the Tax liability of the Corporation:
1. the actual basis adjustment to each Specified Asset under Section 732 or Section 743(b) of the Code shall be recovered by the Corporation in accordance with its actual recovery for purposes of the applicable Tax; and
2. the portion of the Basis Adjustment for each Specified Asset described in this Section 2.01(b) that exceeds the actual basis adjustment to such Specified Asset under Section 732 or Section 743(b) of the Code shall be deemed to be amortized by the Corporation on a straight line basis over the 13 years following the Exchange.
Specified Assets provided that, “Excluded Assets” shall not include any proceeds, products, substitutions or replacements of Excluded Assets (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Assets).
Specified Assets. One or more of the Loan Parties owns all right, title and interest in the Specified Assets (other than (i) the assets comprising the Virttu Biologics business, which are owned by Virttu Biologics Limited, a wholly-owned Foreign Subsidiary of the Loan Parties and (ii) certain assets comprising the Levena Biopharma business, which are owned directly or indirectly by Levena (Suzhou) Biopharma Co. Ltd, a wholly-owned Foreign Subsidiary of the Loan Parties), subject to Liens expressly permitted by Agreement.
Specified Assets. Notwithstanding anything to the contrary in this Agreement, (a) upon the written request of Purchaser delivered to PSP Holdings or PSP Intermediate (as applicable) prior to the Closing, each of PSP Holdings and PSP Intermediate will use commercially reasonable efforts to sell, assign and transfer, effective as of the Closing, to a Group Company all of its right, title and interest in and to any asset or right (including any contract or property) (x) owned or held for use by PSP Holdings or PSP Intermediate, as applicable, for or in connection with the operation of the businesses of the Group Companies or (y) owned or accruing to the benefit of PSP Holdings or PSP Intermediate that may protect or otherwise impact the businesses of the Group Companies, including rights to enforce confidentiality, non-competition, non-solicitation and similar covenants with respect to the businesses of PSP Holdings, PSP Intermediate or any of their direct or indirect Subsidiaries and releases of claims against PSP Holdings, PSP Intermediate or any of their direct or indirect Subsidiaries (such assets or rights, the “Specified Assets”) set forth in such written request and execute and deliver such instruments, certificates or documents to effectuate the foregoing, and (b) if any Specified Asset is not sold, assigned or transferred to a Group Company pursuant to the immediately preceding clause (a) prior to the Closing for any reason (including if such sale, assignment or transfer, or attempted sale, assignment or transfer, would result in a violation of applicable law or require the consent of a third party (including any Governmental Entity)), then upon the written request of Purchaser delivered to PSP Holdings or PSP Intermediate (as applicable) from and after the Closing, (i) until such Specified Asset may legally be sold, assigned and transferred to a Group Company following the Closing, each of PSP Holdings and PSP Intermediate will, and will cause their respective Affiliates to, use commercially reasonable efforts to provide the Group Companies with the economic and operational equivalent of the sale, assignment and transfer of such Specified Asset to a Group Company as of the Closing, (ii) each of PSP Holdings and PSP Intermediate shall hold such Specified Asset in trust for the benefit of the Group Companies and pay to the Group Companies promptly upon receipt thereof all income, proceeds and other monies received by PSP Holdings, PSP Intermediate or any of their respe...
Specified Assets. Possession and control of the Seller Business and all of the Specified Assets (with such delivery being at Seller’s cost).
Specified Assets. Possession and control of the Specified Assets, including, without limitation, all of the Good Inventory, Good Accounts Receivable, and all of the Boss Supplemental Assets.
Specified Assets. The Specified Assets (as defined below) have no book value as of the date hereof.
Specified Assets. (i) If, as of immediately prior to the Closing, the Sellers have not obtained any Consent that is required to be obtained in connection with any of the Contemplated Transactions with respect to any Transferred Business Asset, or any required Consent with respect to any Transferred Business Asset that was obtained prior to the Closing is no longer in full force and effect, then such Transferred Business Asset shall not be assigned or transferred to the Purchasers or one or more Designated Adobe Affiliates at the Closing.
(ii) With respect to each Transferred Business Asset (including any Specified Business Contract) described in the immediately preceding clause “(i)” (other any Excluded Business Contract or Seller Proprietary Rights Contract) (each, a “Specified Asset”), the Sellers shall use their reasonable efforts to obtain each such required Consent as promptly as practicable after the Closing. Until such Consent is obtained, each of the Sellers after the Closing shall, and shall cause the other relevant Seller-Related Parties to, cooperate, with the Purchasers and the Designated Adobe Affiliates in any lawful arrangement designed to provide the Purchasers or one or more Designated Adobe Affiliates with the benefits of such Specified Asset at a cost to the Purchasers and the Designated Adobe Affiliates, considered collectively, not in excess of the cost the Purchasers would have incurred (without modification to the terms of any Contract) if the Consent had been obtained prior to the Closing. If all such Consents with respect to any Specified Asset are obtained after the Closing Date, then, on the date the last such Consent is obtained (the “Consent Achievement Time”): (A) such Specified Asset shall be deemed to have been assigned and transferred to the applicable Purchaser or one or more Designated Adobe Affiliates, and (B) with respect to a Specified Asset that would have been an Assumed Business Contract had such Consents been obtained prior to the Closing, the applicable Purchaser or one or more Designated Adobe Affiliates shall assume as of the Consent Achievement Time, and agree to discharge and perform as and when due, the ongoing obligations of the Sellers under such Contract, but only: (1) to the extent that such obligations: (w) arise and accrue after the Consent Achievement Time; (x) do not arise from or relate to any breach by any of the Seller-Related Parties of any provision of such Contract; (y) do not arise from or relate to any event, c...
Specified Assets. Possession and control of Seller’s Business, all of the Specified Assets, and all of Seller’s Tangible Property including all applicable keys, access cards and other entry devices.
