Examples of Cowen Assets in a sentence
The covenant in this Section 4.03 shall run with title to the applicable SG Assets, Cowen Assets, SG Liabilities and Cowen Liabilities, and shall bind any transferee, assignee or other Person to whom an interest in the applicable Assets or Liabilities may be transferred or assigned.
Nothing in Section 3.01(c), 3.02(c) or 3.03(b) shall operate to modify the other provisions of this Agreement or the Principal Transaction Documents, including the Parties’ allocation of Cowen Assets, Cowen Liabilities and SG Liabilities hereunder and thereunder.
To the extent that the rights and obligations of SG or any SG Subsidiaries under any agreements, arrangements, commitments or understandings not terminated under this Section 2.09 constitute Cowen Assets or Cowen Liabilities, they shall be assigned or assumed pursuant to this Agreement.
Prior to the date hereof, SG’s London Branch has transferred Cowen Assets related to the London operations of the Cowen Business to Cowen UK pursuant to and subject to the terms of the Intra-Group Asset Sale and Purchase Agreement, dated as of May 1, 2006, by and between SG London Branch and Cowen UK (the “Cowen UK Purchase Agreement”).
The Parties acknowledge that the Separation is intended to result in Xxxxx Inc.’s directly or indirectly operating the Cowen Business, owning the Cowen Assets and assuming the Cowen Liabilities as set forth below in this Article II.
The Parties further understand and agree that all Cowen Assets are being transferred on an “as is,” “where is” basis, and Xxxxx Inc.
Nothing in this Section 2.05, including but not limited to Sections 2.05(d), (e), (f) and (g), shall operate to modify the other provisions of this Agreement, the Indemnification Agreement or the Principal Transaction Documents, including the Parties’ allocation of Cowen Assets, SG Assets, Cowen Liabilities, SG Liabilities, Cowen Indemnity Obligations and SG Indemnity Obligations hereunder and thereunder.