RRD Retained Assets definition

RRD Retained Assets means: (i) the ownership interests in those Business Entities that are included in the definition of RRD Group, including those Business Entities set forth on [Schedule 1.1(212)] in the definition of RRD Group; (ii) the offices, manufacturing facilities and other owned real property listed on [Schedule 1.1(222)(ii)] and the leases governing the leased real property (or subleases governing the subleased real property) listed on [Schedule 1.1(222)(ii)]; (iii) all RRD Retained Contracts, any rights or claims arising thereunder, and any other rights or claims or contingent rights or claims primarily relating to or arising from any RRD Retained Asset or the RRD Retained Business; (iv) any and all Assets (other than cash) reflected on the RRD Balance Sheet or the accounting records supporting such balance sheet and any Assets acquired by or for RRD or any member of the RRD Group 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 dispositions of any of such Assets subsequent to the date of such balance sheet; (v) subject to Article XI, any rights of any member of the RRD Group under any Policies, including any rights thereunder; (vi) subject to Section 12.2, any and all Assets owned or held immediately prior to the applicable Relevant Time by RRD or any of its Subsidiaries (including, prior to the Relevant Time, LSC or any of its Subsidiaries or Donnelley Financial or any of its Subsidiaries) primarily relating to or used in the RRD Retained Business. The intention of this clause (vi) is only to rectify any inadvertent omission of Transfer of any Asset that, had the Parties given specific consideration to such Asset as of the date hereof, would have otherwise been classified as a RRD Retained Asset. Subject to Section 12.2, no Asset shall be deemed a RRD Retained Asset solely as a result of this clause (vi) unless a claim with respect thereto is made by RRD within the applicable time period(s) established by Section 2.6(d); (vii) the Assets set forth on [Schedule 1.1(222)(vii)] and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets which are being retained by, or have been or are to be Transferred to, RRD or any other member of the RRD Group; and (viii) unless otherwise set forth on [Schedule 1.1(222)(viii)],any and all furnishings and o...
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Related to RRD 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.

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

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Excluded Assets has the meaning set forth in Section 2.02.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Retained Asset Sale Proceeds shall have the meaning provided in Section 10.4.

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

  • 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).

  • Excluded Liabilities has the meaning set forth in Section 2.4.

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

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Retained Group means, in respect of each Seller, that 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 (excluding the Purchaser, that Seller’s Target Company and any subsidiaries or subsidiary undertakings of that Target Company);

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

  • 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 Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

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

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.

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

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

  • Gross estate means the gross estate, for federal estate tax purposes.

  • 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).