Company Retained Assets definition

Company Retained Assets has the meaning set forth in Section 6.17 of the Company Disclosure Letter.
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Company Retained Assets means:
Sample 1
Company Retained Assets means the assets listed on Schedule 1.45. 1.46....."Control" or "Controlled" means, with respect to any Intellectual Property owned or licensed by a Person, the right to grant a license or sublicense to such Intellectual Property as provided for herein without (a) violating the terms of any agreement or other arrangement with any third party, (b) requiring any consent, approvals or waivers from any third party, or any breach or default by the party being granted any such license or sublicense being deemed a breach or default affecting the rights of the party granting such license or sublicense, or (c) requiring the payment of compensation to any third party.
Sample 1

Examples of Company Retained Assets in a sentence

  • All rights and obligations which arise under a Shared Contract other than the Shared Contract Station Rights and the Shared Contract Station Obligations shall be included in the Excluded Assets, the Company Retained Assets and the Retained Obligations, as applicable.

  • Notwithstanding anything herein to the contrary, the Company Retained Assets will be retained by the Company and not sold, assigned, conveyed, transferred or delivered to Comtrak hereunder, the Partnership Retained Assets will be retained by the Partnership and not sold, assigned, conveyed, transferred or delivered to Hub City hereunder and the LLC Retained Assets will be retained by the LLC and not sold, assigned, conveyed, transferred or delivered to Comtrak hereunder.

Related to Company Retained Assets

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

  • Company Real Property means the Company Owned Real Property and the Company Leased Real Property.

  • 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.

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

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

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

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

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Retained Group means the Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (except members of the Group);

  • Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.

  • Transferred Assets has the meaning set forth in Section 2.1.

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

  • Retained Asset Sale Proceeds means that portion of Net Proceeds of a Prepayment Event pursuant to clause (a) of such definition not required to be applied to prepay the Loans pursuant to Section 2.11(c) due to the Disposition/Debt Percentage being less than 100%.

  • Retained Businesses means all businesses now, previously or hereafter conducted by Parent, the Sellers or any of their Subsidiaries or Affiliates, other than the Business.

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

  • Retained Contracts means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.

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

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

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

  • Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;

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

  • 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.

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).

  • Schedule of Retained Causes of Action means the schedule of certain Causes of Action of the Debtors that are not released, waived, or transferred pursuant to the Plan, as the same may be amended, modified, or supplemented from time to time.