Retained Matters definition

Retained Matters means, with respect to any Person, any matter other than an Assumed Matter.

Retained Matters shall not include items 2(a) and 2(b) set forth on Schedule 1.1 for purposes of Sections 5.8(b), 5.8(c), and 5.8(d).

Retained Matters means, with respect to Euronext or any Euronext Subsidiary, any matter other than an Assumed Matter.

Examples of Retained Matters in a sentence

• To the extent such full assignment, transfer or conveyance has not been made or obtained prior to or at the Closing, Transferee agrees that, from and after the Closing, if requested by Transferor, it shall and shall cause Xxxxxxx to, enter into an assignment agreement or similar conveyance document to transfer the Retained Matters from Xxxxxxx to Transferor or its designee.

• Transferor owns, holds of record and is the beneficial owner of the Contributed Interests free and clear of all Liens and restrictions on transfer other than (a) those arising pursuant to (i) this Agreement, (ii) Xxxxxxx’x Organizational Documents, (iii) applicable securities Laws or (iv) the Retained Matters, or (b) Liens for Taxes not yet due or delinquent or being contested in good faith.

• Further, from and after Closing, to the extent commercially reasonable, Transferee shall, and shall cause Xxxxxxx to, not take any action with the intent to impair the benefits of, or be detrimental to Transferor, Transferor’s Affiliates or Xxxxxxx (solely to the extent relating to the Retained Matters) in the advancement or defense of the Retained Matters.

• Except as the Allied Parties may otherwise approve after being given reasonable prior written notice (with such approval not to be unreasonably withheld or delayed), none of the Acquired Ryder Entities will sell, mortgage, pledge, subject to any Lien, lease, buy or otherwise acquire, transfer or dispose of any material property tangible or intangible or interest therein, other than Retained Matters.

• In the case of the Depositary Receipts issued in respect of the Priority Shares, the proxy shall be irrevocable and shall cover all Retained Matters.

More Definitions of Retained Matters

Retained Matters means those Contracts, claims and disputes set forth on Schedule 1.1 and all liabilities, obligations, Liens (including Permitted Liens), rights or benefits arising out of or directly relating to such matters; provided, however, that the Retained Matters shall not include any dispute between Xxxxxxx, on the one hand, and the counterparties to the Retained Matters or any of their Affiliates, successors, or assignees thereof, on the other hand, arising after Closing, regardless of any factual similarity to those claims encompassed in the Retained Matters as of the Closing Date; provided, that the limitation in the foregoing proviso shall not apply to liabilities arising out of any conduct, action or inaction of Transferor prior to or after Closing in connection with the Retained Matters. “Retained Matters” shall not include items 2(a) and 2(b) set forth on Schedule 1.1 for purposes of Sections 5.8(b), 5.8(c), and 5.8(d).

Retained Matters any obligation of NTL Chichester to transfer the Retained NatTrans Shares to the Buyer;

Retained Matters means those Contracts, claims and disputes set forth on Schedule 1.1 and all liabilities, obligations, Liens (including Permitted Liens), rights or benefits arising out of or directly relating to such matters; provided, however, that the Retained Matters shall not include any dispute between Wilmington, on the one hand, and the counterparties to the Retained Matters or any of their Affiliates, successors, or assignees thereof, on the other hand, arising after Closing, regardless of any factual similarity to those claims encompassed in the Retained Matters as of the Closing Date; provided, that the limitation in the foregoing proviso shall not apply to liabilities arising out of any conduct, action or inaction of Transferee prior to or after Closing in connection with the Retained Matters.

Retained Matters has the meaning set forth in the Xxxxxxx Contribution Agreement.

Retained Matters means those Books and Records or Intellectual Property Rights or any other mat- ter or information to be retained by Gas Corporation, as described in Schedule 20.

Retained Matters has the meaning set forth on Schedule 1.1-RM of the Disclosure Schedules. [Redacted – Commercially Sensitive Information – Information Related to Employees].

Retained Matters means those books and records or intellectual property rights or any other matter or information to be retained by AlintaGas, as described in Schedule 20 of the Transfer Order.