RemainCo Assets definition

RemainCo Assets has the meaning set forth in the Separation and Distribution Agreement.

RemainCo Assets means all Assets of the Remainco Group, other than the Separated Assets.

RemainCo Assets means any and all of Remainco’s or any of its Subsidiaries’ (including the members of the FOX Group and the members of the Remainco Group) right, title and interest in and to, immediately prior to the Distribution, all Assets (including the Specified Remainco Assets) other than the FOX Assets (except “Remainco Assets” shall not include Assets relating to Taxes, which shall be governed exclusively by the Tax Matters Agreement).

Examples of RemainCo Assets in a sentence

• After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets.

• Parent hereby waives compliance by each and every member of the RemainCo 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 RemainCo Assets to any member of the RemainCo Group.

• To the extent that any representations, warranties, covenants or agreements between the parties with respect to RemainCo Assets or RemainCo Liabilities, or the Merger (as defined in the Merger Agreement) are set forth in the Merger Agreement, such matters shall be governed exclusively by the Merger Agreement and not by this Agreement.

• Second, early adopters may be more tolerant of limitations in new tools and services, being prepared, for example, to work around ‘bugs’, or to cope with poor usability.

More Definitions of RemainCo Assets

RemainCo Assets means all Assets of RemainCo, SpinCo and their respective Subsidiaries, including the Excluded Assets but excluding the SpinCo Assets.

RemainCo Assets means:

RemainCo Assets has the meaning given to it in Part 3 of Schedule 10;

RemainCo Assets means: (i) the ownership interests (to the extent held by ASD, WABCO or any of their respective Affiliates immediately prior to the Effective Time) in each member of the ASD Group; (ii) all Contracts to which ASD, WABCO or any of their Affiliates is a party or by which they or any of their respective Affiliates or any of their respective Assets are bound and any rights or claims (whether accrued or contingent) of ASD, WABCO, or any of their respective Affiliates arising thereunder, other than VCS Contracts; (iii) all Assets owned, leased or held by ASD, WABCO, or any of their respective Affiliates immediately prior to the Effective Time (other than VCS Assets), including inventory, accounts receivable, goodwill, and all Assets reflected on the Remainco Balance Sheet, or the accounting records supporting such balance sheet and any Assets acquired by or for the Remainco Business subsequent to the date of such balance sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any disposition of such Assets subsequent to the date of such balance sheet; (iv) subject to ARTICLE IX, any rights of any member of the ASD Group under any Third Party Shared Policies to the extent related to the Remainco Business; (v) the Assets listed or described on Schedule 1.1(79)(v) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement or the Reorganization Documents as Assets to be retained by, or assigned or transferred to, any member of the ASD Group; (vi) all ASD Accounts, and, subject to the provisions of Section 2.5, all cash, cash equivalents, and securities on deposit in such accounts immediately prior to the Effective Time; and (vii) any collateral securing any Remainco Liability immediately prior to the Effective Time. Notwithstanding the foregoing, the Remainco Assets shall not in any event include the Assets listed or described on Schedule 1.1(79)(vii).

RemainCo Assets has the meaning given to it in the definition of Assets;

RemainCo Assets means: (i) the Assets listed or described on Schedule 1.1(80)(i); (ii) any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by or Transferred to RemainCo or any member of the RemainCo Group; (iii) any and all Assets that are owned, leased or licensed, at or prior to the Effective Time, by RemainCo and/or any of its Subsidiaries, that are not (x) SpinCo Assets or (y) Shared Contingent Assets; (iv) any and all Assets that are acquired or otherwise become an Asset of the RemainCo Group after the Effective Time; and (v) the Applicable RemainCo Portion of each Shared Contingent Asset.

RemainCo Assets shall have the meaning set forth in the SDA.