New D&B Assets definition

New D&B Assets has the meaning set forth in the Distribution Agreement.
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New D&B Assets means, collectively, all the rights and Assets owned or held by the Corporation or any Subsidiary of the Corporation immediately prior to the Effective Time, except the RHD Assets.
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New D&B Assets means:
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Examples of New D&B Assets in a sentence

  • Each of the Corporation and New D&B shall be entitled to 50% of any amount payable to the Corporation on or after the date hereof under the Specified Prior Spin-off Agreements, other than payments primarily relating to the Moody's Business (which shall be Moody's Assets) and payments primarily relating to the New D&B Business (which shall be New D&B Assets) ("Specified Prior Spin-off Payments").

  • Notwithstanding anything herein to the contrary, after giving effect to the foregoing contribution, the cash balances as of the Distribution Date of any member of the Moody's Group shall be Moody's Assets and the cash balances as of the Distribution Date of any member of the New D&B Group shall be New D&B Assets.

  • After giving effect to the Intercompany Transfer, the cash balances as of the Distribution Date of any member of the Moody's Group shall be Moody's Assets and the cash balances as of the Distribution Date of any member of the New D&B Group shall be New D&B Assets.


More Definitions of New D&B Assets

New D&B Assets means: (A) the direct or indirect ownership interests of the Corporation in those Business Entities listed on Schedule 1.1(zz)(i), (B) any direct 18 13 or indirect ownership interest of the Corporation in any Business Entities that are not listed on Schedule 1.1(pp)(i) or Schedule 1.1(zz)(i) and the Assets of which principally relate to the New D&B Business and (C) any other direct or indirect ownership interest of the Corporation in any Business Entity that is not referred to in clauses (A) or (B) and is not a Moody's Asset; (ii) any and all Assets that are expressly contemplated by this Agreement, including those on the list of pre-Distribution reorganization transactions attached as Schedule 1.1(pp)(ii) hereto, or any Ancillary Agreement (or included on any Schedule hereto or thereto) as Assets which have been or are to be transferred to New D&B or any other member of the New D&B Group prior to the Effective Time or are to remain with New D&B or any other member of the New D&B Group subsequent to the Effective Time; (iii) any Assets reflected on the New D&B Balance Sheet or the accounting records supporting such balance sheet (in each case other than Assets also reflected in the Moody's Balance Sheet) and any Assets acquired by or for New D&B or any member of the New D&B Group subsequent to the date of such balance sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet (and not also reflected in the Moody's Balance Sheet) if prepared on a consistent basis, subject to any dispositions of any of such Assets subsequent to the date of such balance sheet; (iv) subject to Article VII, any rights of any member of the New D&B Group under any of the Policies, including any rights thereunder arising from and after the Effective Time in respect of any Policies that are occurrence policies; (v) any New D&B Contracts, any rights or claims arising thereunder, and any other rights or claims or contingent rights or claims primarily relating to or arising from any New D&B's Asset or the New D&B's Business; (vi) any and all payments to be allocated to New D&B pursuant to Section 2.1(l); (viii) 50% of any and all Assets of any Former Corporation Business, including, without limitation, the Business Entities described in Section 1.1(pp)(viii); and (ix) 50% of any Assets of the Corporation prior to the Effective Time that are not specifically designated hereunder (other than pursuant to this c...
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Related to New D&B Assets

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

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

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

  • Portfolio Assets means all Loan Assets owned by the Borrower, together with all proceeds thereof and other assets or property related thereto, including all right, title and interest of the Borrower in and to:

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

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

  • Invested Assets means cash, Cash Equivalents, short term investments, investments held for sale and any other assets which are treated as investments under GAAP.

  • Subject Assets is defined in Section 2.2(c).

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

  • Admitted assets means the amount thereof as of the last day of the most recently concluded annual statement year, computed in accordance with rule 191—5.6(505,515,520).

  • Midstream Assets means (i) assets used primarily for gathering, transmission, storage, processing or treatment of natural gas, natural gas liquids or other hydrocarbons or carbon dioxide and (ii) equity interests of any Person that has no substantial assets other than assets referred to in clause (i).

  • Program Assets means any assets, goods or property (real, tangible or intangible) purchased or financed in whole or in part (directly or indirectly) by MCC Funding.

  • Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.

  • Related Assets Any assets held by a Trust the return of which is linked to one or more Underlying Securities and which, if applicable, shall be described in the related Supplement or a schedule thereto.

  • Qualified Assets means any of the following assets: (i) interests, rights, options, warrants or convertible or exchangeable securities of the Partnership; (ii) Debt issued by the Partnership or any Subsidiary thereof in connection with the incurrence of Funding Debt; (iii) equity interests in Qualified REIT Subsidiaries and limited liability companies (or other entities disregarded from their sole owner for U.S. federal income tax purposes, including wholly owned grantor trusts) whose assets consist solely of Qualified Assets; (iv) up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Partnership; (v) cash held for payment of administrative expenses or pending distribution to security holders of the General Partner or any wholly owned Subsidiary thereof or pending contribution to the Partnership; and (vi) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Partnership and its Subsidiaries.

  • 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.

  • Excluded Assets has the meaning set forth in Section 2.02.

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

  • Underlying Assets With respect to a Loan, any property or other assets designated and pledged as collateral to secure repayment of such Loan, including, without limitation, to the extent provided for in the relevant Underlying Instruments, a pledge of the stock, membership or other ownership interests in the related Obligor and all Proceeds from any sale or other disposition of such property or other assets.

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.

  • Company IT Assets means any and all computers, computer software, source code, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology systems and equipment, and all associated documentation owned by the Company or any of its Subsidiaries or licensed or leased to the Company or any of its Subsidiaries (excluding any public networks).

  • Transferred Interests has the meaning set forth in the Recitals.

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned or represented by any Partnership Interest.

  • Gross Assets means the total of fixed assets and current assets;