Omitted Assets definition

Omitted Assets has the meaning specified in Section 5.16(a).

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Omitted Assets has the meaning set forth in Section 6.01(a).

Omitted Assets has the meaning set forth in Section 9.2.

Examples of Omitted Assets in a sentence

Notwithstanding the foregoing, Buyer shall be responsible for payment of any fees or costs associated with the transfer of any Omitted Assets.
Any consideration payable by Buyer for any such Omitted Assets shall be deemed to have already been included in the Purchase Price for the Purchased Assets.
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.
To the DC Contributors’ Knowledge, there are no material Omitted Assets or material Omitted Services.
Notwithstanding anything to the contrary herein, in no event, shall Seller or its respective Subsidiaries sell any Omitted Assets by way of an asset transfer or similar transaction.
Pending such transfer, the Sellers shall hold such Omitted Assets and provide to the Purchaser or its designated assignee all of the benefits (including any amounts paid to the Sellers in respect thereof) associated with the ownership thereof, and the Sellers shall cause such Omitted Assets to be used or retained as may be reasonably instructed by the Purchaser.
In the event that at any time or from time to time after the Closing, any of the Principal Members or the KMV Corporation Shareholders shall have received or otherwise acquired any right, title or interest with respect to any Omitted Assets, such party shall promptly notify Parent.
Any consideration payable by the Purchaser for any such Omitted Assets shall be deemed to have already been included in the consideration for the Purchased Assets.
Pending such transfer, the Seller Parties will hold such Omitted Assets and provide to Purchaser all of the benefits (including any amounts paid to the Seller Parties in respect thereof) associated with the ownership thereof, and the Seller Parties will cause such Omitted Assets to be used or retained as may be reasonably instructed by the Buyer.
To the extent that any Omitted Assets cannot be transferred to Buyer as contemplated by Section 1.4, then Section 1.4 shall apply to such Omitted Assets.

More Definitions of Omitted Assets

Omitted Assets means all Contracts, Company Assets (including without limitation all Current Company IP) or any other assets (a) necessary to enable the Company (prior to the Closing) and Parent and the Surviving Company (after the Closing) to conduct the Company Business as currently conducted and (b) that are not owned by and are not otherwise licensed to the Combined Company.

Omitted Assets has the meaning given to such term in Section 7.8(c).

Omitted Assets means the following to the extent not included in the Transferred Assets: (x) with respect to assets and property other than Intellectual Property, IT Assets or any Specified Excluded Asset, assets or property primarily used in the Transferred Operations; (y) with respect to Intellectual Property or IT Assets other than any Specified Excluded Asset, Intellectual Property or IT Assets primarily used in and necessary for the Transferred Operations; and (z) any Material Contract other than any Specified Excluded Asset. For the avoidance of doubt, provided that NYSE Regulation has complied with this Section 5.10, any failure by any NYSE Company to deliver an asset at Closing shall not be a breach of any of the Acquisition Documents, provided that NYSE does not have Knowledge prior to Closing that such asset is required to be transferred hereunder or such failure is (x) unintentional or (y) due to any NYSE Company’s good faith belief prior to Closing that such asset is not required to be transferred hereunder.

Omitted Assets shall have the meaning set forth in Section 5.05.