Parent Retained Assets definition

Parent Retained Assets means the Assets to be retained by the Parent Group as set forth on Schedule 1.01(f).
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Parent Retained Assets means the Assets to be retained by the Parent Group as set forth on Schedule III. “Parent Retained Liabilities” means the Liabilities to be retained by the Parent Group as set forth on Schedule IV. “Party” means either party hereto, and “Parties” means both parties hereto.
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Parent Retained Assets has the meaning set forth in Section 6.17 of the Company Disclosure Letter.
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Examples of Parent Retained Assets in a sentence

  • LQ Parent hereby waives compliance by each and every member of the CPLG Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the LQ Parent Retained Assets to any member of the LQ Parent Group.

  • Any Information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to this Article VII shall be deemed to remain the property of the providing Party (except to the extent set forth in the definitions of LQ Parent Retained Assets and Separated Real Estate Assets).

  • To the extent permissible under applicable Law, Parent hereby waives compliance by each SpinCo Entity with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Parent Retained Assets.

  • For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, Parent shall retain, and neither SpinCo nor any other SpinCo Entity shall acquire or be allowed to retain, any and all rights, title and interest in and to all of the Parent Retained Assets.

  • SpinCo shall, and shall cause the other applicable SpinCo Entities to, Transfer to Parent, and Parent shall accept from SpinCo and the other applicable SpinCo Entities, all of SpinCo’s and such other SpinCo Entities’ respective direct or indirect right, title and interest in and to all of the Parent Retained Assets.


More Definitions of Parent Retained Assets

Parent Retained Assets means the Assets to be retained by the Parent Group as set forth on Section 1.01(g) of the Disclosure Letter.
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Parent Retained Assets means (a) all Assets which are held at the Effective Time by Parent, Rhodium or any Rhodium Subsidiary other than any SpinCo Assets, (b) all Assets that are used in, or that relate to, the Rhodium Business, (c) the equity securities of CCDC, (d) the CCDC Business and the CCDC Assets, and (e) all Assets listed on Schedule 1.1(b).
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Parent Retained Assets means any and all Assets listed or described on Schedule 1.1(b). Notwithstanding the foregoing, the Parent Retained Assets shall not include any Assets related or attributable to, or arising in connection with, Taxes or Tax Returns, which shall be exclusively governed by the Tax Matters Agreement. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the proceeds received by Parent from the transactions contemplated by the Investment Agreement shall be Parent Retained Assets.
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Parent Retained Assets means:
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Parent Retained Assets means: (i) the Assets listed or described on Schedule 1.1(96) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by Parent or any other member of the Parent Group (which for the avoidance of doubt is not a comprehensive listing of all Parent Retained Assets and is not intended to limit other clauses in this definition of “Parent Retained Assets”); (ii) any and all Assets that are owned, leased or licensed, at or prior to the Effective Time, by Parent and/or any of its Subsidiaries, that are not SpinCo Assets; (iii) any and all Assets that are acquired or otherwise becomes an Asset of the Parent Group after the Effective Time; and (iv) all Parent Retained IP.
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Parent Retained Assets means all Assets which are held by Parent or its Subsidiaries other than the Spinco Assets.
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Related to Parent 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 shall have the meaning provided in Section 10.4.

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

  • Combined Assets means the sum of Fund Assets and Other Assets; and

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

  • Retained Businesses means all businesses, operations and activities directly or indirectly conducted or formerly conducted by the Seller Group other than the Business (including all businesses, operations and activities related to any dealerships sold or disposed of prior to the date hereof).

  • 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 2.02.

  • 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 all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).

  • 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 shall have the meaning set forth in Section 1.2(i).

  • 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.