Palm Assets definition

Palm Assets means (without duplication) the following Assets, except as otherwise provided for in any other Ancillary Agreement or other express agreement of the parties:
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Palm Assets has the meaning set forth in Section 1.2 of the Assignment Agreement.
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Palm Assets means (without duplication) the following Assets, except as otherwise provided for in any other Ancillary Agreement or other express agreement of the parties: (i) all Assets reflected in the Palm Balance Sheet, subject to any dispositions of such Assets subsequent to the date of the Palm Balance Sheet; (ii) all Assets that have been written off, expensed or fully depreciated that, had they not been written off, expensed or fully depreciated, would have been reflected in the Palm Balance Sheet in accordance with the principles and accounting policies under which the Palm Balance Sheet was prepared; (iii) all Assets acquired by 3Com or its Subsidiaries after the date of the Palm Balance Sheet that would be reflected in the consolidated balance sheet of Palm as of the Separation Date if such consolidated balance sheet was prepared using the same principles and accounting policies under which the Palm Balance Sheet was prepared, including any business transaction -2- processing that may occur on 3Com systems on behalf of Palm during the period between separation date to initialization of the processing systems required by Palm; (iv) all Assets that are used primarily by the Palm Business at the Separation Date but are not reflected in the Palm Balance Sheet due to mistake or omission; provided, however, that no Asset shall be a Palm Asset requiring any transfer by 3Com unless Palm or its Subsidiaries have, on or before the first anniversary of the Distribution Date, given 3Com or its Subsidiaries notice that such Asset is a Palm Asset; (v) all Palm Contingent Gains; (vi) all Palm Contracts; (vii) to the extent permitted by law and subject to the Indemnification and Insurance Matters Agreement, all rights of any member of the Palm Group under any of 3Com's Insurance Policies or other insurance policies issued by Persons unaffiliated with 3Com; and (viii) all Assets that are expressly contemplated by this Agreement, the Separation Agreement or any other Ancillary Agreement (or Schedule 1.2(a)(xii) or any other Schedule hereto or thereto) as Assets to be transferred to Palm or any other member of the Palm Group. (b) Excluded Assets. For the purposes of this Agreement, "Excluded Assets" shall mean: (i) the Assets listed or described on Schedule 1.2(b)(i); (ii) the Retained Receivables; and (iii) any Assets that are expressly contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement (or the Schedules hereto or thereto) as Assets to b...
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Examples of Palm Assets in a sentence

  • In the event of any property damage, other than ordinary wear and tear, to any Palm Assets held by 3Com which occurs prior to the Separation Date, 3Com shall repair or otherwise address such damage in the ordinary course of business consistent with past practices; provided, however, that nothing in this clause shall restrict 3Com from disposing of any Assets in the ordinary course of business consistent with past practices.

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  • Palm Assets" has the meaning set forth in Section 1.2 of the Assignment Agreement.

  • In the event of any property damage, other than ordinary wear and tear, to any Palm Assets held by 3Com which occurs prior to the Separation Date, 3Com shall repair or otherwise address such damage in the ordinary course of business consistent with past practices; PROVIDED, HOWEVER, that nothing in this clause shall restrict 3Com from disposing of any Assets in the ordinary course of business consistent with past practices.

  • Section 1.2 Palm Assets 2 Section 1.3 Palm Liabilities........................................

  • With respect to 3Com Plans to which Palm Employees and Palm Transferred Employees make contributions, 3Com shall use reasonable procedures to determine Palm Assets and Liabilities associated with each such Plan, taking into account such contributions, settlements, refunds and similar payments.

  • Book value shall be used in measuring the value of the transferred Palm Assets and Palm Liabilities, as the parties agree that book value is the best evidence of fair market value of the transferred Palm Assets and Palm Liabilities.

  • DELAYED TRANSFER ASSETS" means any Palm Assets that are expressly provided in this Agreement, the Separation Agreement or any other Ancillary Agreement to be transferred after the date of this Agreement.

  • Similarly, 3Com shall make payment in cash to Palm to the extent that the value of transferred Palm Liabilities exceed transferred Palm Assets.

  • With respect to 3Com Plans to which ----------------------- Palm Employees and Palm Transferred Employees make contributions, 3Com shall use reasonable procedures to determine Palm Assets and Liabilities associated with each such Plan, taking into account such contributions, settlements, refunds and similar payments.


More Definitions of Palm Assets

Palm Assets has the meaning set forth in SECTION 1.2 of the Assignment Agreement.
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Related to Palm Assets

  • Midstream Assets means (i) assets used primarily for gathering, transmission, storage, processing or treatment of natural gas, natural gas liquids or other hydrocarbons or carbon dioxide and (ii) equity interests of any Person that has no substantial assets other than assets referred to in clause (i).

  • Program Assets means any assets, goods or property (real, tangible or intangible) purchased or financed in whole or in part (directly or indirectly) by MCC Funding.

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.

  • Gross Assets means the total of fixed assets and current assets;

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

  • The Properties means and refer to all such existing properties, and additions thereto, as are subject to this Declaration or any Supplemental Declaration under the provisions of Article II hereof.

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

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

  • Leased Assets shall have the meaning ascribed thereto in Section 3.6.

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

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

  • 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).

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

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

  • surplus assets means any assets of the Company that remain after paying all debts and other liabilities of the Company, including the costs of winding up.

  • Personal Property means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts and other tangible personal property.

  • Project Assets means all physical and other assets relating to (a) tangible assets such as civil works and equipment including foundations, embankments, pavements, road surface, interchanges, bridges, culverts, road over-bridges, drainage works, traffic signals, sign boards, kilometre-stones, [toll plaza(s)], electrical systems, communication systems, rest areas, relief centres, maintenance depots and administrative offices; and (b) Project Facilities situated on the Site;

  • Other Assets means any assets (or interests therein) (other than the Trust Estate) conveyed or purported to be conveyed by the Seller to another Person or Persons other than the Issuer, whether by way of a sale, capital contribution or by virtue of the granting of a lien.

  • 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.

  • Excluded Assets has the meaning set forth in Section 2.02.

  • Other Properties shall have the meaning set forth in Section 9.1.

  • Operating Property means any property owned, leased, or operated by the Party in question or by any of its Subsidiaries or in which such Party or Subsidiary holds a security interest or other interest (including an interest in a fiduciary capacity), and, where required by the context, includes the owner or operator of such property, but only with respect to such property.

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • 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.

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • the Property means the Property more particularly described in Condition 2 of the Conditions of Sale (as defined in 1.6 below);