Nontransferred Assets definition

Nontransferred Assets has the meaning set forth in Section 1.1(e) of this Agreement.
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Nontransferred Assets has the meaning set forth in Section 4.2(c).
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Nontransferred Assets shall have the meaning set forth in Section 4(c) of this Agreement.
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Examples of Nontransferred Assets in a sentence

  • To the extent any Nontransferred Assets are identified and the Seller is legally and contractually permitted to transfer such assets, the Seller shall, at no cost to the Buyer, promptly take all actions to transfer such Nontransferred Assets to the Buyer.

  • To the extent any Nontransferred Assets are identified and the Seller is legally and contractually permitted to transfer such assets, the Seller shall, at no cost to the Purchaser, promptly take all actions to transfer such Nontransferred Assets to the Purchaser.

  • To the extent any Non-transferred Assets are identified, Sellers shall [***] promptly take all actions to transfer such Non-transferred Assets to Buyer.

  • To the extent any Nontransferred Assets are identified, Seller shall promptly take all actions to transfer such Nontransferred Assets to Buyer.

  • With respect to any Assumed Contracts or other Purchased Assets referred to above that contain a prohibition on assignment and that are not assigned to the Purchaser because of the failure to obtain a Required Consent (“Nontransferred Assets”), the Sellers shall defend and hold harmless the Purchaser from and against any liability that the Purchaser may have in connection with such Nontransferred Assets as a result of the transactions contemplated by this Agreement.

  • If, following the Closing, any party determines there were any assets that were not transferred as part of the Transferred Assets at the Closing, but that, pursuant to the provisions of this Agreement, were required or intended to be transferred (the “Non-transferred Assets”), Purchaser and Seller will cooperate to promptly take all actions to transfer such Non-transferred Assets to Purchaser.

  • County of Orange Page 1 of 2 Illumination Foundation OC Community Resources Contract Payments made by the COUNTY shall not preclude the right of the COUNTY from thereafter disputing any items or services involved or billed under this CONTRACT and shall not be construed as acceptance of any part of the services.


More Definitions of Nontransferred Assets

Nontransferred Assets shall have the meaning set forth in Section 1.2.
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Nontransferred Assets has the meaning set forth in Section 2.20(a).
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Related to Nontransferred Assets

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

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

  • 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.

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

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

  • Restricted Assets means all licenses, permits, franchises, approvals or other authorizations from any Governmental Authority from time to time granted to or otherwise held by the Company to the extent the same constitute “Excluded Assets” under (and as defined in) the Senior Lien Documents or the Junior Lien Documents or are similarly carved out from the granting clause or the collateral thereunder.

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

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

  • Transferred Intellectual Property means (a) all Owned Intellectual Property, (b) all Intellectual Property Licenses, and (c) all Technology owned by or licensed to Sellers that is exclusively used in connection with the conduct of the Business as currently conducted (the foregoing constituting the “Transferred Technology”).

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

  • Permitted Assets means any and all properties or assets that are used or useful in a Permitted Business (including Capital Stock in a Person that is a Restricted Subsidiary and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Capital Stock by the Issuer or by a Restricted Subsidiary, but excluding any other securities).

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

  • 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.

  • Transferred IP means the intellectual property rights set out in the Asset List.

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

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).

  • Transferred Technology has the meaning set forth in Section 2.3(a).

  • Conveyed Assets shall have the meaning set forth in Section 2.01.

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Seller Intellectual Property means any Intellectual Property that is owned by either Seller and primarily used in connection with the Business.

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • 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.

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

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

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