Retained Business Assets means all Assets of Clearwater other than the Pulp-Based Business Assets, including the Retained Business Assets specifically described in, or listed or described in the schedules attached to, the Conveyance Instruments.
Retained Business Assets means those items of personal property, tangible and intangible, used and usable in connection with the operation by Lessee of the businesses and assets at Cypress Provincial Park, ownership of which was retained by Lessee at the time that Lessee sold to Lessor and an Affiliate of Lessor the bulk of its assets at Cypress Provincial Park, pursuant to and as more particularly described in the Asset Purchase Agreement and in the Turnover Agreement, together with all replacements thereof and additions thereto.
Retained Business Assets means any Asset owned, leased or held by Parent, Spinco or any of their respective Affiliates immediately prior to the Effective Time that is not an LDC Asset, and shall include:
(i) the ownership interests (to the extent held by Parent, Spinco, or any of their respective Affiliates immediately prior to the Effective Time) in each member of the Parent Group, including the GP, ONEOK Leasing Company and ONEOK Parking Company, L.L.C.;
(ii) all Retained Business Contracts, any rights or claims of Parent, Spinco, or any of their respective Affiliates, arising thereunder, and any other rights or claims or contingent rights or claims of Parent, Spinco, or any of their respective Affiliates, primarily relating to or arising from any other Retained Business Asset or any Retained Business;
(iii) all Assets owned, leased or held by Parent, Spinco, or any of their respective Affiliates immediately prior to the Effective Time that are used primarily in any Retained Business, including inventory, accounts receivable, goodwill, facilities, and equipment;
(iv) subject to ARTICLE X, any rights of any member of the Parent Group under any Retained Business Policies or Shared Policies, to the extent related to any Retained Business;
(v) the ONEOK Plaza office building located in Tulsa, Oklahoma; the name “ONEOK” and the diamond logo registered by Parent and any derivatives thereof; the Assets listed or described on Schedule 1.1(100)(v) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by, or assigned or Transferred to, any member of the Parent Group;
(vi) all Parent 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 Retained Business Liability immediately prior to the Effective Time. Notwithstanding the foregoing, the Retained Business Assets shall not include any Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by, or assigned or Transferred to, any member of the Spinco Group.
Examples of Retained Business Assets in a sentence
Lessee will secure and maintain, with the premiums thereon fully paid in advance, at Lessee’s expense, all risk property insurance (including extra expense insurance) on all of the Personal Property and tangible items of Retained Business Assets, all for the full replacement cost thereof.
Xxxxxx hereunder shall be listed as a lender loss payee and additional insured on all such policies and such policies shall provide coverage for any and all claims arising in connection with the ownership or operation of the Personal Property and Retained Business Assets.
For the avoidance of doubt, OpCo shall have no obligation to transfer such Retained Business Assets and Retained Business Liabilities back to Alibaba and/or Alibaba’s Subsidiaries if the Final Payment Date has occurred within the fifteen (15) month period following the IPO Transfer.
In addition, Lessee will pay any legal or collection agency expenses incurred in the repossession of the Personal Property and Retained Business Assets or collection of delinquent amounts due under the Personal Property Lease.
Alibaba (and any of its applicable Subsidiaries) shall solely and exclusively own and continue to own all right, title and interest in and to the Retained Business Assets until such time when the Retained Business Assets shall be transferred to OpCo pursuant to Section 2.10.
More Definitions of Retained Business Assets
Retained Business Assets means all assets of the Parent Group and any Acquired Entity that are not Automation Business Assets. For avoidance of doubt, all Retained Business Shared Contracts, Retained Business Project Orders, the Retained Branding and all Commercial Software other than the Transferred Commercial Software shall be deemed Retained Business Assets.
Retained Business Assets has the meaning set forth in Section 2.3.2.
Retained Business Assets means all of the rights, benefits and other
Retained Business Assets shall have the meaning set forth in the Separation Agreement.
Retained Business Assets means:
(i) the ownership interests (to the extent held by Temple-Inland, Forestar, Guaranty, or any of their respective Affiliates immediately prior to the Relevant Time) in each member of the Temple-Inland Group;
(ii) all Retained Business Contracts, any rights or claims of Temple-Inland, Forestar, Guaranty, or any of their respective Affiliates, arising thereunder, and any other rights or claims or contingent rights or claims of Temple-Inland, Forestar, Guaranty, or any of their respective Affiliates, primarily relating to or arising from any other Retained Business Asset or the Retained Business;
(iii) all Assets owned, leased or held by Temple-Inland, Forestar, Guaranty, or any of their respective Affiliates immediately prior to the Relevant Time that are used primarily in the Retained Business, including inventory, accounts receivable, goodwill, facilities, and equipment;
(iv) subject to ARTICLE X, any rights of any member of the Temple-Inland Group under any Retained Business Policies or Retained Business Shared Policies, to the extent related to the Retained Business;
(v) the Assets listed or described on Schedule 1.1(131)(v) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by, or assigned or Transferred to, any member of the Temple-Inland Group;
(vi) any Exclusive Temple-Inland Contingent Gain;
(vii) all Temple-Inland Accounts, and, subject to the provisions of Schedule 2.5, all cash, cash equivalents, and securities on deposit in such accounts immediately prior to the Relevant Time; and
(viii) any collateral securing any Retained Business Liability or a Liability of a Venture of a member of the Temple-Inland Group immediately prior to the Relevant Time. Notwithstanding the foregoing, the Retained Business Assets shall not include:
(A) the Assets listed or described on Schedule 1.1(131)(viii)(A); or
(B) any Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by, or assigned or Transferred to, any member of the Forestar Group or Guaranty Group, including any Exclusive Forestar Contingent Gain or Exclusive Guaranty Contingent Gain.
Retained Business Assets as any asset or right to the outstanding equity of the entities set forth in Schedule 2.02(b) thereto (each such entity, a “Retained Entity”, and the equity in such entities, collectively, the “Retained Equity Interests”) or to any other assets set forth and described such Schedule 2.02(b); and
Retained Business Assets as used herein means all assets, including tangible assets, intangible assets, rights, privileges, Permits, Commitments and Intellectual Property, used or held for use primarily in the conduct of the Retained Business, that are not, prior to the Closing, owned or leased by the Companies or Subsidiaries. For the avoidance of doubt, “Retained Business Assets”: