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 2.02.
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 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.
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 (a) all Intellectual Property Rights owned or licensed to Seller or its Affiliates prior to the Effective Date; (b) all Intellectual Property Rights in the Seller Parts, the Specifications, and the Base Vehicle; and (c) all other Intellectual Property Rights designed, developed, or otherwise created by Seller or its Affiliates after the Effective Date without reference to Buyer Intellectual Property excluding, in each case, any of the foregoing which are Buyer Intellectual Property.
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.