Remainco Retained Properties definition

Remainco Retained Properties means each of those properties listed on Schedule 3 attached hereto which will not, and which are not intended to, be transferred, leased, subleased or licensed to Spinco in accordance with this Agreement.
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Remainco Retained Properties has the meaning set forth in the Real Estate Matters Agreement. “Remainco Special Voting Shares” shall have the meaning set forth in the Merger Agreement. “Remainco Sterling Shares” shall have the meaning set forth in the Merger Agreement. “Representatives” means of a Person means such Person’s Affiliates and the directors, officers, employees, advisors, agents, equityholders consultants, independent accountants, investment bankers, counsel or other representatives of such Person and of such Person’s Affiliates. “Required Remainco Shareholder Vote” shall have the meaning set forth in the Merger Agreement.
Sample 1Sample 2
Remainco Retained Properties means each of the properties identified on Schedule 3 attached hereto. “Second Step Merger” shall have the meaning set forth in the Separation Agreement. “Separation” shall have the meaning set forth in the Separation Agreement. “Separation Agreement” shall have the meaning set forth in the Recitals. “Spinco” shall have the meaning set forth in the Preamble. “Spinco Asset” shall have the meaning set forth in the Separation Agreement. “Spinco Asset Transferee” shall have the meaning set forth in the Separation Agreement. “Spinco Assigned Properties” means each of the properties identified on Schedule 1 attached hereto. “Spinco Business” shall have the meaning set forth in the Separation Agreement. “Spinco Contribution” shall have the meaning set forth in the Separation Agreement. “Spinco Employee” shall have the meaning set forth in the Separation Agreement. “Spinco Group” shall have the meaning set forth in the Separation Agreement. “Spinco Properties” means each of the properties identified on Schedule 4 attached hereto. “Spinco Unit Transfer” shall have the meaning set forth in the Recitals. “Spinco Units” shall have the meaning set forth in the Merger Agreement. “Subleased Property” means each of the properties identified on Schedule 5 attached hereto. “Subsidiary” shall have the meaning set forth in the Separation Agreement. “Third Party” shall have the meaning set forth in the Merger Agreement. “Transaction Documents” shall have the meaning set forth in the Separation Agreement.
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Examples of Remainco Retained Properties in a sentence

  • Spinco shall cause the applicable Asset Transferors to assign, and Remainco shall cause the applicable Remainco Asset Transferees to accept the assignment of and assume, the respective Asset Transferor’s interest in Leases of the Remainco Retained Properties, subject to the other provisions of this Agreement and the terms of the Separation Agreement.

  • Remainco shall cause its applicable Asset Transferors to transfer or assign each of the Remainco Retained Properties (together with all improvements and fixtures thereon and all rights and easements appurtenant thereto) to an applicable Remainco Asset Transferee.

Related to Remainco Retained Properties

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

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

  • Company Leased Real Property has the meaning set forth in Section 3.14(b).

  • Owned Properties has the meaning set forth in Section 3.16.

  • Excluded Properties the collective reference to the fee or leasehold interest in real properties owned by the Parent Borrower or any of its Subsidiaries not described in Schedule 5.8.

  • Transferred Real Property has the meaning set forth in Section 1.1(p).

  • Company Real Property means the Company Owned Real Property and the Company Leased Real Property.

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

  • Transferred Property shall have the meaning specified in Section 2.1(a) hereof.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • Retained Group means the Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (except members of the Group);

  • Contractor-acquired property means property acquired, fabricated, or otherwise provided by the Contractor for performing a contract, and to which the Government has title.

  • 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.

  • Permitted Special Servicer/Affiliate Fees Any commercially reasonable treasury management fees, banking fees, title insurance and/or other insurance commissions and fees, title agency fees, and appraisal review fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Serviced Loan or REO Property, in each case, in accordance with Article III of this Agreement.

  • Transition Property means the property right created by a financing order, including without

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Owned Real Properties has the meaning set forth in Section 3.16(b).

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

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

  • 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.

  • Retained Businesses means all businesses now, previously or hereafter conducted by Sellers or any of their Affiliates, other than the Businesses, and “Retained Business” specifically includes the Specified Retained Businesses.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • After-Acquired Property means any and all assets or property acquired after the date of this Indenture, including any property or assets acquired by the Company or a Guarantor from another Guarantor, which in each case constitutes Collateral.

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to: