Nonassigned Asset definition

Nonassigned Asset shall have the meaning set forth in Section 6.4.
Nonassigned Asset is defined in Section 3.6(ii).
Nonassigned Asset is defined in Section 2.7.2.

Examples of Nonassigned Asset in a sentence

  • Notwithstanding anything to the contrary set forth herein, to the extent that any Assumed Liability relates to any Nonassigned Asset, such Assumed Liability will not be deemed to be an Assumed Liability unless and until such Nonassigned Asset is transferred and assigned to Purchaser or Purchaser obtains the benefit of such Nonassigned Asset under this Section 3.6.2, at which point such Liability will become an Assumed Liability hereunder.

  • If Purchaser is provided with benefits of any Nonassigned Asset, Purchaser will perform, at the direction and cost of Spectrum or its Affiliate, as applicable, the obligations of Spectrum or its Affiliate thereunder.

  • If any events or changes in circumstances indicate that the current value of the assets may not be recoverable or the assets, goods or services relating to a prepayment will not be received, the Group estimates the recoverable amount of assets.

  • If Purchaser is provided with benefits of any Nonassigned Asset, Purchaser will perform, at the direction and cost of Bayer or its Affiliate, as applicable, the obligations of Bayer or its Affiliate thereunder.

  • Notwithstanding anything to the contrary set forth herein, to the extent that any Assumed Liability relates to any Nonassigned Asset, such Assumed Liability will not be deemed to be an Assumed Liability unless and until such Nonassigned Asset is transferred and assigned to Purchaser or Purchaser obtains the benefit of such Nonassigned Asset under this Section 3.6(ii), at which point such Liability will become an Assumed Liability hereunder.

  • As a condition to Seller providing Purchaser with benefits of any Non-assigned Asset, Purchaser shall perform, at the direction of Seller or the applicable Divesting Entity, the obligations of Seller or the Divesting Entity thereunder.

  • As a condition to a Seller providing Purchaser with the benefits of any Nonassigned Asset, Purchaser shall perform, at the direction of such Seller, the obligations of such Seller or any of its respective Affiliates thereunder or in connection therewith, on a pro-rata basis commensurate with the benefit received by Purchaser under such Nonassigned Asset, as compared with the overall benefit received under such Nonassigned Asset by or on behalf of such Seller or any of its respective Affiliates.

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  • After the Closing (or with respect to any Nonassigned Asset at such later time as such Nonassigned Asset is transferred and assigned to either Purchaser), Purchasers shall bear all risk of loss associated with the Acquired Assets and shall be solely responsible for procuring adequate insurance to protect the Acquired Assets against any such loss.

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More Definitions of Nonassigned Asset

Nonassigned Asset shall have the meaning set forth in Section 2.2(b).
Nonassigned Asset shall have the meaning ascribed thereto in the Reorganization Agreement.

Related to Nonassigned Asset

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

  • Assigned Property means real and related personal property which, in the discretion of the Administrator or his designee, has been made available to the Department for transfer for public health purposes.

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

  • 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.

  • Assigned Contract shall have the meaning set forth in Section 1.1(b).

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Transferred Property shall have the meaning specified in Section 2.1(a) hereof.

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

  • Assigned Agreements means all agreements and contracts to which such Grantor is a party as of the date hereof, or to which such Grantor becomes a party after the date hereof, including, without limitation, each Material Contract, as each such agreement may be amended, supplemented or otherwise modified from time to time.

  • Assigned Leases has the meaning specified in Section 2.01(b).

  • Purchased Asset means (i) with respect to any Transaction, the Eligible Asset sold by Seller to Buyer in such Transaction and (ii) with respect to the Transactions in general, all Eligible Assets sold by Seller to Buyer (other than Purchased Assets that have been repurchased by Seller).

  • Excluded Asset means any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Assigned Rights means all of the Borrower’s rights, easements, privileges, tenements, hereditaments, contracts, claims, licenses or other interests, whether presently existing or arising in the future. The Assigned Rights include all of the Borrower’s rights in and to:

  • Unassigned Rights means the Governmental Lender’s rights to reimbursement and payment of its fees, costs and expenses and the Rebate Amount under Section 2.5 of the Borrower Loan Agreement, its rights to attorneys’ fees under Sections 5.11, 5.13, 5.14 and 5.15 thereof, its rights to indemnification under Sections 5.15 and 9.1.4 thereof, its rights of access under Section 5.17 thereof, its rights to receive notices, reports and other statements and its rights to consent to certain matters, including but not limited to its right to consent to amendments to this Funding Loan Agreement, the Borrower Loan Agreement and the Regulatory Agreement, and otherwise as provided in this Funding Loan Agreement and the Borrower Loan Agreement and the Governmental Lender’s indemnification, consent and enforcement rights and rights to payment of fees, costs and expenses under the Regulatory Agreement.

  • Specified Property means property for which an election has been made for a special elective benefit.

  • Transferred IP means the Intellectual Property Rights that are both (a) owned by the Seller or in the case of rights licensed in to Seller by a third party under a Licensed-In Transferred IP Agreement, all of the rights Seller has under such agreement, and (b) embodied in the Transferred Technology.

  • Assigned Intellectual Property has the meaning set forth in Section 2.1 (Assigned Intellectual Property).

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

  • Shared Contracts has the meaning specified in Section 4.12(b).

  • Acquired Contracts has the meaning given in Section 2.1(a).

  • Assumed Contract has the meaning set forth in Section 2.1(b)(iv).

  • Unassigned asthma medication means a fast-acting bronchodilator delivered by metered dose inhaler with single use spacer or by nebulizer as a rescue medication, prescribed by an authorized health-care provider in the name of the district with a non-patient-specific standing delegation order for the administration of an asthma medication, and issued by an authorized health-care provider.

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

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).