The Retained Assets Clause Samples

The Retained Assets. Subject to Section 1.9 hereto, the "Retained Assets" shall consist of the following: (a) the shares of all of the capital stock of the corporations and the interests in any Enterprise listed on Schedule 1.3(a) hereto owned by Besicorp (the "Section 1.3(a) Securities"); (b) all other contracts, agreements, equipment leases, licenses and other instruments related to the Retained Businesses (the "Retained Instruments"), set forth on Schedule 1.3(b) hereto; (c) all cash and cash equivalents being held in the accounts of Besicorp as of the Contribution Date (which shall not include any lockbox arrangements), except for the Key Account (other than $699,476.75 which Besicorp shall transfer to RaboBank by wire on March 22, 1999); (d) the books, records and data related to the Retained Businesses; (e) the rights, if any, relating to 100,000 shares of Besicorp Common Stock held of record by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or his assigns which are the subject of a dispute between Besicorp and ▇▇. ▇▇▇▇▇▇▇ (the "Disputed Shares"), the Merger Consideration payable in respect of such Disputed Shares and any shares of Newco Common Stock distributable with respect to such Disputed Shares; (f) the equipment and other assets listed on Schedule 1.3(f) (the "Retained Equipment"); and (g) the rights to the claims listed on items 10-13 to Schedule 3.2.2 of the Plan of Merger.