Retained 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.
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Retained Liabilities has the meaning set forth in Section 2.4.
Transferred Assets has the meaning set forth in Section 2.1.
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%.
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.
Included Assets has the meaning in Section 5.1(d)(ii)(A).
Excluded Assets has the meaning set forth in Section 2.2.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
Acquired Assets has the meaning set forth in Section 2.1.
Assumed Liabilities has the meaning set forth in Section 2.3.
Excluded Liabilities has the meaning set forth in Section 2.4.
Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.
Purchased Assets has the meaning set forth in Section 2.1.
Assigned Assets refers to the Technology, all Derivatives, all Intellectual Property Rights, all Embodiments and Business Assets, collectively.
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
Leased Assets shall have the meaning ascribed thereto in Section 3.6.
Transferred Real Property shall have the meaning set forth in Section 1.2(a)(vii).
Company Real Property means the Company Owned Real Property and the Company Leased Real Property.
Contributed Assets shall have the meaning as set forth in Section 2.2.
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.
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.
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);
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.