Omitted Asset definition

Omitted Asset shall have the meaning set forth in Section 8.12(a)(ii).
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Omitted Asset has the meaning given in Section 6.13.
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Omitted Asset has the meaning set forth in Section 5.9(b).
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Examples of Omitted Asset in a sentence

  • Notwithstanding the foregoing: (i) the Omitted Assets shall not include any cash or licenses to commercially available software unless such software is expressly listed on Exhibit B or is located on any computer or other equipment transferred to the Purchaser as an Asset and (ii) the Omitted Assets shall not include any asset of the Seller not otherwise listed on Exhibit B if such transfer, license or availability of such Omitted Asset would impair the operations of the Seller.

  • Promptly following its delivery or receipt of an Omission Notice, such Seller shall transfer such Omitted Asset to Purchaser, at no cost to the Purchaser and in a manner mutually agreeable to Sellers and Purchaser, as promptly as practicable after such Seller delivers or receives the Omission Notice.

  • To the extent that, during the one year following the Closing Date, Buyer or Seller discovers that any Assets exclusively used in the Business were not transferred directly or indirectly to Buyer at the Closing (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to, promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee.

  • If Purchaser delivers an Omission Notice to a Seller and such Seller disagrees with Purchaser’s assertion that the asset referred to in the Omission Notice is an Omitted Asset, Purchaser and such Seller shall escalate the disagreement to their respective Chief Financial Officers or similar level executives who shall consider the dispute in a mutually agreeable location and shall attempt in good faith to resolve the dispute.

  • Titan shall be responsible for payment of any fees or costs associated with the transfer of any Omitted Asset.

  • If the Buyers (or Parent) delivers an Omitted Asset Notice to the Company and the Company disagrees with Buyers’ assertion that the asset referred to in the Omitted Asset Notice is an Omitted Asset, the Buyers and the Company shall escalate the disagreement to their respective Chief Financial Officers or similar level executives of the Company and Parent who shall attempt in good faith to resolve the dispute.

  • So long as there is no dispute as to whether a particular asset is an Omitted Asset, and the Parties have amended the necessary documents and the Seller has promptly transferred to Buyer such Omitted Assets, Seller shall have no further obligation or liability to Buyer regarding such Omitted Assets.

  • Promptly following its delivery or receipt of an Omitted Asset Notice, the Company shall cause the Willtek Group to transfer such Omitted Asset to the Buyers, at no cost to the Buyers and in a manner mutually agreeable to the Company and the Buyers, as promptly as practicable after the Company delivers or receives the Omitted Asset Notice.

  • To the extent permitted by applicable Law, for Tax purposes, any Omitted Asset shall be considered to have been transferred as of the Closing; provided, however, that for the avoidance of doubt, “Omitted Assets” shall not include any Assets transferred outside of the Business in accordance with Section 5.1(b).

  • From the time such Omitted Asset or Omitted Liability is discovered until such time as it is transferred to the proper Party or its designated assignee, Section 1.7(b) shall apply mutatis mutandis.


More Definitions of Omitted Asset

Omitted Asset is defined in Section 1.8(b).
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Omitted Asset has the meaning set forth in Clause 5.2 of this French Asset Purchase Agreement;
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Omitted Asset. – means: (a) any asset that should have been transferred or assigned to Buyer or its Affiliates pursuant to the terms of this Agreement or another Transaction Document but was not; (b) any asset which (i) was not included as (A) a Transferred Trademark on Exhibit 2.1(a)(i)(A), (B) a Transferred Patent on Exhibit 2.1(a)(i)(B), (C) Transferred Know-How on Exhibit 2.1(a)(i)(C), (D) a Transferred Copyright on Exhibit 2.1(a)(i)(D) and/or (E) a Transferred Strain & Enzyme on Exhibit 2.1(a)(i)(E) and (ii) the failure to include it on Exhibit 2.1(a)(i)(A), Exhibit 2.1(a)(i)(B), Exhibit 2.1(a)(i)(C), Exhibit 2.1(a)(i)(D) and/or Exhibit 2.1(a)(i)(E) would result in a Breach of Section 3.3(a)(i); (c) any asset which (i) was not included as a Transferred Trademark on Exhibit 2.1(a)(i)(A) and (ii) the failure to include it as a Transferred Trademark on Exhibit 2.1(a)(i)(A) would result in a Breach of Section 3.3(a)(ii); (d) any asset which (i) was not included as a Transferred Patent on Exhibit 2.1(a)(i)(B) and (ii) the failure to include it as a Transferred Patent on Exhibit 2.1(a)(i)(B) would result in a Breach of Section 3.3(a)(iii); (e) any asset which (i) was not included as Transferred Know-How on Exhibit 2.1(a)(i)(C) and (ii) the failure to include it as Transferred Know-How on Exhibit 2.1(a)(i)(C) would result in a Breach of Section 3.3(a)(iv); (f) any asset which (i) was not included as a Transferred Copyright on Exhibit 2.1(a)(i)(D) and (ii) the failure to include it as a Transferred Copyright on Exhibit 2.1(a)(i)(D) would result in a Breach of Section 3.3(a)(v); (g) any asset which (i) was not included as a Transferred Permit on Exhibit 2.1(a)(viii) and (ii) the failure to include it as a Transferred Permit on Exhibit 2.1(a)(viii) would result in a Breach of Section 3.14(a); (h) any asset which (i) was not included as a Transferred Registration on Exhibit 2.1(a)(ii) and (ii) the failure to include it as a Transferred Registration on Exhibit 2.1(a)(ii) would result in a Breach of Section 3.21(a); (i) any asset which (i) was not included as Transferred Registration Data on Exhibit 2.1(a)(iii) and (ii) the failure to include it as Transferred Registration Data on Exhibit 2.1(a)(iii) would result in a Breach of Section 3.22(a); (j) any asset which (i) was not included as Transferred Biological Data on Exhibit 2.1(a)(iv) and (ii) the failure to include it at as Transferred Biological Data on Exhibit 2.1(a)(iv) would result in a Breach of Section 3.23(a); or (k) a...
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Omitted Asset shall have the meaning set forth in Section 5.15(b).
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Omitted Asset has the meaning set forth in SECTION 2.1(C).
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Related to Omitted Asset

  • Deactivation Avoidable Cost Credit means the credit paid to Generation Owners pursuant to Tariff, Part V, section 114.

  • Administrative unit Means an administrative unit established under the Public Sector Act 2009 and includes an administrative unit established while this Enterprise Agreement remains in force;

  • Building, structure, facility, or installation means all of the pollutant-emitting activities which belong to the same industrial grouping, are located on one or more contiguous or adjacent properties, and are under the control of the same person (or persons under common control) except the activities of any vessel. Pollutant-emitting activities shall be considered as part of the same industrial grouping if they belong to the same major group (i.e., which have the same two-digit code) as described in the Standard Industrial Classification Manual, 1972, as amended by the 1977 Supplement (U.S. Government Printing Office stock numbers 4101-0066 and 003-005-00176-0, respectively).

  • Eligible Asset An Asset:

  • Nonrecoverable Property Protection Advance shall have the meaning assigned to the term in the Servicing Agreement or such other analogous term used in the Servicing Agreement.

  • Unmanned aerial vehicle ("UAV") (9) means any aircraft capable of initiating flight and sustaining controlled flight and navigation without any human presence on board.

  • type of vehicle with regard to its AECD means vehicles that do not differ in such essential respects as:

  • Eurocurrency Reserve Requirement means the sum (without duplication) of the rates (expressed as a decimal) of reserves (including, without limitation, any basic, marginal, supplemental, or emergency reserves) that are required to be maintained by banks during the Interest Period under any regulations of the Federal Reserve Board, or any other governmental authority having jurisdiction with respect thereto, applicable to funding based on so-called “Eurocurrency Liabilities”, including Regulation D (12 CFR 224).

  • Eurodollar Rate Reserve Percentage for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Advances is determined) having a term equal to such Interest Period.

  • Light vehicle means a motor vehicle commonly referred to as an automobile, van, sport utility

  • Adjustable Rate Mortgage Loan A Mortgage Loan serviced pursuant to this Agreement under which the Mortgage Interest Rate is adjusted from time to time in accordance with the terms and provisions of the related Mortgage Note.

  • Excess Additional Book Basis has the meaning given such term in the definition of “Additional Book Basis Derivative Items.”

  • Off-vehicle charging hybrid electric vehicle (OVC-HEV) means a hybrid electric vehicle that can be charged from an external source.

  • Eurocurrency Reserve Percentage means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirements) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurocurrency Rate for each outstanding Eurocurrency Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurocurrency Reserve Percentage.

  • Not off-vehicle charging hybrid electric vehicle (NOVC-HEV) means a hybrid electric vehicle that cannot be charged from an external source.

  • Monthly Minimum Removal Efficiency means the minimum reduction in the pollutant parameter specified when the effluent average monthly concentration for that parameter is compared to the influent average monthly concentration.

  • Note A-1-1 Securitization means the first sale by the Note A-1-1 Holder of all or a portion of Note A-1-1 to a depositor who will in turn include such portion of Note A-1-1 as part of the securitization of one or more mortgage loans.

  • Utility vehicle means a motor vehicle that is (i) designed for off-road use, (ii) powered by an

  • Eurocurrency Reserve Requirements for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

  • Note A-2 Securitization means the first sale by the Note A-2 Holder of all or a portion of Note A-2 to a depositor who will in turn include such portion of Note A-2 as part of the securitization of one or more mortgage loans.

  • Rebuilt vehicle means any salvage vehicle which has been rebuilt and inspected for the purpose of registration and title;

  • Serviced Pari Passu Companion Loan A Pari Passu Companion Loan that is part of a Serviced Loan Combination. With respect to each Servicing Shift Mortgage Loan and the related Servicing Shift Loan Combination, each related Pari Passu Companion Loan will cease to be a Serviced Pari Passu Companion Loan on and after the related Servicing Shift Date.

  • Serviced Companion Loan A Companion Loan that is part of a Serviced Loan Combination. With respect to each Servicing Shift Mortgage Loan and the related Servicing Shift Loan Combination, each related Companion Loan will no longer be a Serviced Companion Loan on and after the related Servicing Shift Date.

  • Note A-3 Securitization means the first sale by the Note A-3 Holder of all or a portion of Note A-3 to a depositor who will in turn include such portion of Note A-3 as part of the securitization of one or more mortgage loans.

  • Note A-1 Securitization means the first sale by the Note A-1 Holder of all or a portion of Note A-1 to a depositor who will in turn include such portion of Note A-1 as part of the securitization of one or more mortgage loans.

  • Reserve Penalty Factor means the cost, in $/MWh, associated with being unable to meet a specific reserve requirement in a Reserve Zone or Reserve Sub-zone. A Reserve Penalty Factor will be defined for each reserve requirement in a Reserve Zone or Reserve Sub-zone.