Biogen Retained Assets definition

Biogen Retained Assets means (i) any and all Assets of Biogen or any of its Subsidiaries that are not Bioverativ Assets and, after the Distribution Effective Time, any and all Assets that are acquired or otherwise become Assets of any member of the Biogen Group and (ii) any Assets that are held by the Bioverativ Group or the Biogen Group immediately prior to the Distribution Effective Time not exclusively related to the Bioverativ Business that were inadvertently omitted or assigned that, had the Parties given specific consideration to such Assets as of the date of this Agreement, would have otherwise been classified as a Biogen Retained Asset based on the principles set forth in this Section 1.1(9); provided, that no Asset shall be a Biogen Retained Asset solely as a result of this clause (ii) unless a claim with respect thereto is made by Biogen on or prior to the date that is fifteen (15) months after the Distribution Date. For clarity, Biogen Retained Assets shall include all Excluded Assets.
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Biogen Retained Assets means (i) any and all Assets of Biogen or any of its Subsidiaries that are not
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Examples of Biogen Retained Assets in a sentence

  • The doctor’s referral must be for admission to a healthcare facility authorised by the Insurer and the reason for admission must be included in the services cov- ered by the policy.

  • For clarity, Biogen Retained Assets shall include all Excluded Assets.

Related to Biogen Retained Assets

  • Retained Assets has the meaning set forth in Section 2.2.

  • Combined Assets means the sum of Fund Assets and Other Assets; and

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Retained Asset Sale Proceeds shall have the meaning provided in Section 10.4.

  • Assigned Value means the Market/Offer Price, as defined in Section 7.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Transferred Liabilities has the meaning ascribed to such term in the Separation Agreement.

  • Assigned Assets refers to the Technology, all Derivatives, all Intellectual Property Rights, all Embodiments and Business Assets, collectively.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Retained asset account means any mechanism whereby the settlement of proceeds payable under a policy or contract is accomplished by the insurer or an entity acting on behalf of the insurer depositing the proceeds into an account with check or draft writing privileges, where those proceeds are retained by the insurer or its agent, pursuant to a supplementary contract not involving annuity benefits other than death benefits.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Pre-Closing Environmental Liabilities means Environmental Liabilities that arise from facts, conditions or events first existing or first occurring at, on, under or from any Station Property before the Closing Date, including Liabilities with respect to Contamination first existing or first occurring before the Closing Date at a Station Property or at a site other than a Station Property to or at which any Seller or any of their predecessors or Affiliates disposed of or arranged for the disposal of any Hazardous Materials at or prior to the Effective Time.

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • Straddle Period means any taxable period beginning on or prior to and ending after the Closing Date.