Nuance Retained Assets definition

Nuance Retained Assets means the Assets to be retained by the Nuance Group set forth on Schedule II. “Nuance Retained Liabilities” means the Liabilities to be retained by the Nuance Group set forth on Schedule III. “Non-Managing Party” has the meaning set forth in Section 6.11(e).
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Nuance Retained Assets means the Assets to be retained by the Nuance Group set forth on Schedule II.
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Examples of Nuance Retained Assets in a sentence

  • Notwithstanding the foregoing, the SpinCo Assets shall not include (i) any Nuance Retained Assets or (ii) any Assets that are determined by Nuance, in good faith prior to the Distribution, to arise primarily from the business or operations of the Nuance Business (unless otherwise expressly provided in this Agreement).

Related to Nuance Retained Assets

  • 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.

  • 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%.

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

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

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

  • Transferred Real Property shall have the meaning set forth in Section 1.2(a)(vii).

  • Basic generation service transition costs means the amount by

  • Retained Liabilities has the meaning set forth in Section 2.4.

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

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

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

  • Transition Property means the property right created by a financing order, including without

  • Excluded Personal Property has the meaning set forth in Section 2.2(c).

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.

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

  • Field emission equipment means equipment which uses an x-ray tube in which electron emission from the cathode is due solely to the action of an electric field.

  • Service Transfer Date means the date of a Service Transfer;

  • 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.

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

  • Company Leased Real Property shall have the meaning set forth in Section 3.15(b).