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%.
Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.
Transferred Assets has the meaning set forth in Section 2.1.
Retained Businesses means all businesses now, previously or hereafter conducted by Parent, the Sellers or any of their Subsidiaries or Affiliates, other than the Business.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Acquired Assets has the meaning set forth in Section 2.1.
Excluded Assets has the meaning set forth in Section 2.2.
Included Assets has the meaning in Section 5.1(d)(ii)(A).
Retained Liabilities has the meaning set forth in Section 2.4.
Parent Business has the meaning set forth in the Separation and Distribution Agreement.
Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:
Contributed Assets shall have the meaning as set forth in Section 2.2.
Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above
Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:
Transferred Business has the meaning ascribed to such term in the Separation Agreement.
Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.
Company Real Property means the Company Owned Real Property and the Company Leased Real Property.
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.
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
Assumed Liabilities has the meaning set forth in Section 2.3.
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.
Purchased Assets has the meaning set forth in Section 2.1.